Friday, 28 October 2016

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MARKET ANNOUNCEMENT

2016 Corporate Governance Statement and ASX Appendix 4G Key to Disclosures of Corporate Governance Principles and Recommendations

Queste Communications Ltd (ASX:QUE) is pleased to attach the Company’s:

2015/2016 Corporate Governance Statement; and
ASX Appendix 4G (Key to Disclosures of Corporate Governance Principles and Recommendations).

The Company’s 2016 Corporate Governance Statement, ASX Appendix 4G (Key to Disclosures of Corporate Governance Principles and Recommendations) and other ancillary corporate governance related documents can also be found at the following URL on the Company’s Internet website: - http://queste.com.au/corporate governance

FURTHER INFORMATION:

Farooq Khan Executive Chairman and Managing Director Victor Ho Executive Director and Company Secretary

T | (08) 9214 9777 E |[email protected] T | (08) 9214 9777 E | [email protected]

www.queste.com.au

QUESTE COMMUNICATIONS LTD

A.B.N. 58 081 688 164

Level 2, 23 Ventnor Avenue, West Perth, Western Australia 6005 ASX:QUE T | (08) 9214 9777 F | (08) 9214 9701

E | [email protected]

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CORPORATE GOVERNANCE STATEMENT

INTRODUCTION

The Board of Directors is committed to maintaining high standards of safety, performance and corporate governance for Queste Communications Ltd ( Company or Queste ) and the entities it controls ( Group or Queste Group ). Good corporate governance is about having a set of core values and behaviours that underpin the Group’s activities and ensure transparency, fair dealing and protection of the interests of stakeholders – including shareholders, personnel, suppliers and communities in which the Group operates.

The Board of Directors supports the Corporate Governance Principles and Recommendations (3[rd] Edition, released in March 2014) ( ASX Recommendations ) developed by the ASX Corporate Governance Council ( Council ).

The Company’s practices are largely consistent with the ASX Recommendations. The Board considers that the implementation of a small number of ASX Recommendations is not appropriate, for the reasons set out below in relation to the items concerned. The Board uses its best endeavours to ensure that exceptions to the ASX Recommendations do not have a negative impact on the Company and the best interests of shareholders as a whole.

As required by the ASX Listing Rules, this Corporate Governance Statement ( CGS ) discloses the extent to which the Company has followed the ASX Recommendations during the 2015/2016 financial year ( Reporting Period ), as summarised below:

ASX Corporate Governance Principles and Recommendations	CGS Reference
Principle 1 – Lay solid foundations for management and oversight	1.1 - 1.7
Principle 2 – Structure the Board to add value	2.1 - 2.15
Principle 3 – Act ethically and responsibly	3.1
Principle 4 – Safeguard integrity in corporate reporting	4.1 - 4.3
Principle 5 – Make timely and balanced disclosure	5.1
Principle 6 – Respect the rights of security holders	6.1 - 6.4
Principle 7 – Recognise and manage risk	7.1 - 7.3
Principle 8–Remunerate fairly and responsibly	8.1-8.3

– The Company has also prepared an ASX Appendix 4G Key to Disclosures (which reports on the Company’s compliance with each of the ASX Recommendations) - this Key has been lodged with the CGS on ASX and may be viewed and downloaded from the Company’s website (details below).

A copy of the ASX Recommendations can be found on the ASX website at the following URL: http://www.asx.com.au/documents/asx-compliance/cgc-principles-and-recommendations-3rd-edn.pdf

The Company’s latest 2016 Annual Report (and other ASX market announcements and releases) may be viewed and downloaded from the Company’s website at the following URL: http://www.queste.com.au

The Corporate Governance page of the Queste website contains most of the charters, codes and policies which - are referred to in this CGS, at the following URL: http://queste.com.au/corporate governance

The names of the Executive Chairman/Managing Director, Executive Director (also the Company Secretary) and Non-Executive Director currently in office and their qualifications, experience and positions in other listed companies are stated in the Company’s latest 2016 Annual Report.

Approved by the Board and current as at 28 October 2016

QUESTE COMMUNICATIONS LTD

A.B.N. 58 081 688 164

www.queste.com.au

Level 2, 23 Ventnor Avenue, West Perth, Western Australia 6005 ASX : QUE T | (08) 9214 9777 F | (08) 9214 9701

E | [email protected]

2015/2016 FINANCIAL YEAR

Queste Communications Ltd A.B.N. 58 081 688 164

CORPORATE GOVERNANCE STATEMENT

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1. Role and Responsibilities of the Board of Directors and Senior Management

1.1.1 Board of Directors

In general the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of the Company. The Board is also responsible for the overall corporate governance of the Company, and recognises the need for the highest standards of behaviour and accountability in acting in the best interests of the Company as a whole.

The Board also ensures that the Company complies with all of its contractual, statutory and any other legal and regulatory obligations. The Board has the final responsibility for the successful operations of the Company. Where the Board considers that particular expertise or information is required, which is not available from within its members, appropriate external advice may be taken and reviewed prior to a final decision being made.

Without intending to limit the general role of the Board, the principal functions and responsibilities of the Board include the matters set out below, subject to delegation to Senior Management as specified elsewhere in this Statement or as otherwise appropriate:

(a) formulation and approval of the strategic direction, objectives and goals of the Company;
(b) the prudential control of the Company’s finances and operations and monitoring the financial performance of the Company;
(c) the resourcing, review and monitoring of Senior Management;
(d) ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained;
(e) the identification of significant business risks and ensuring that such risks are adequately managed;
(f) The timeliness, accuracy and effectiveness of communications and reporting to shareholders and the market;
(g) the establishment and maintenance of appropriate ethical standards;
(h) responsibilities typically assumed by a nomination committee, including (refer also Section 2.2):
(i) devising criteria for Board membership, regularly reviewing the need for various skills and experience on the Board and identifying specific individuals for nomination as Directors; and
(ii) oversight of Board and Company Executive succession plans;
(i) responsibilities typically assumed by an audit committee, including (refer also Section 4.1):
(i) reviewing and approving the audited annual and reviewed half-yearly financial reports; and
(ii) reviewing the appointment of the external auditor, their independence, the audit fee and any questions of resignation or dismissal;
(j) responsibilities typically assumed by a risk committee, including (refer also Section 7.1):
(i) ensuring that an appropriate risk-management framework is in place and is operating properly; and
(ii) reviewing and monitoring legal and policy compliance systems and issues; and
(k) responsibilities typically assumed by a remuneration committee, including (refer also Section 8.1):
(i) reviewing the remuneration and performance of Directors;
(ii) setting policies for Senior Executive remuneration, setting the terms and conditions of employment for Senior Executives, undertaking reviews of Senior Executive performance, including setting goals and reviewing progress in achieving those goals; and
(iii) reviewing the Company’s Senior Executive and employee incentive schemes (where applicable) and making recommendations on any proposed changes.

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In view of the current composition of the Board (which comprises an Executive Chairman/Managing Director, an Executive Director and a Non-Executive Director) and the nature and scale of the Company’s activities, the Board has considered that establishing formally-constituted committees for audit, risk, board nominations and remuneration would not add value for shareholders, and is therefore not required.

Accordingly audit matters, risk matters, the nomination of new Directors and the setting, or review, of remuneration levels of Directors and Executives are considered by the Board as a whole and approved by resolution of the Board (with abstentions from relevant Directors where there is a conflict of interest). That is, matters typically dealt with by audit, risk, nominations and remuneration committees are within the responsibility of the full Board.

1.1.2 Senior Management

The role of Senior Management is to deliver the strategic direction and goals determined by the Board.

The Board has delegated to the Executive Chairman/Managing Director, and through the Executive Chairman/Managing Director to other Senior Executives, responsibility for the day-to-day management of the Group, which includes:

(a) management of the Group’s operations and finances;
(b) reporting to the Board on matters including the Group’s operations and financial performance;
(c) recommending Group strategy, budgets, plans, policies and risk management systems to the Board; and
(d) determining Group policies, other than those reserved for the Board.

Senior Management may also be delegated responsibility for other matters under policies adopted by the Board.

The Company’s Senior Management Team comprises the Executive Chairman/Managing Director, Mr Farooq Khan (a founding Director appointed on 10 March 1998) and Executive Director/Company Secretary, Mr Victor Ho (appointed Executive Director on 3 April 2013 and Company Secretary on 30 August 2003).

1.2. Board Nominations

The Board will consider nominations for appointment or election of Directors that may arise from time to time, having regard to the skills and experience required by the Company (as detailed in the Board Skills Matrix referred to in Section 2.1 below) and procedures outlined in the Company’s Constitution and the Corporations Act 2001 (Cth).

The Company undertakes appropriate checks before appointing a person, or putting forward to shareholders a candidate for election, as a Director. Candidates are assessed through interviews, meetings and background and reference checks (which may be conducted both by external consultants and by Directors) as appropriate.

The Company gives shareholders all material information in its possession relevant to the decision on whether or not to elect (or re-elect) a Director, either in the notice of the meeting at which the election of the Director is to be held, or by including in the notice a clear reference to the location on the Company’s website, Annual Report or other document lodged with ASX where the information can be found.

1.3. Terms of Appointment – Directors and Senior Executives

Each new Non-Executive Director will receive a letter formalising their appointment and outlining the material terms of their appointment including: the time commitment expected; the requirement to disclose their interests and matters affecting their independence to the Company; the obligation to comply with key Company policies, including the Code of Conduct and the Share Trading Policy; the Company’s policy on Directors seeking independent advice, the policy in relation to the payment of additional remuneration in respect of special exertions undertaken by the Director (at the request of the Company) and the retirement requirements (subject to the right to seek re-election at the Company’s AGM). In addition, the Company and each Director are party to Director’s Indemnity Deeds, discussed in more detail in Section 2.15 below. The sole Non-Executive Director of the Company has not been appointed for a fixed term.

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Senior Executives will generally have written employment agreements with the Company setting out their duties, obligations and remuneration. The Company does not presently have a formal service or employment agreement with the Executive Chairman/Managing Director or the Executive Director (but has entered into a formal employment agreement with Mr Victor Ho in his capacity as Company Secretary) (being the current Senior Executives). The present Senior Executives are experienced company executives and are well aware of the requirements of their positions, including their roles and responsibilities and their duties as directors/officers of the Company. Their remuneration has been determined by the Board. The Company will consider entering into service or employment agreements with its Executive Directors to formalise their duties, obligations, remuneration, reporting arrangements and termination (including any termination entitlements, where applicable).

The remuneration paid/payable to the Company’s “Key Management Personnel” (as defined in the Accounting Standards), which includes the Executive Chairman/Managing Director and Executive Director/Company Secretary, are outlined within the Remuneration Report in the Company’s latest 2016 Annual Report.

The Company’s constitution requires one third of the Directors (or if that is not a whole number, the whole number nearest to one third) to retire at each Annual General Meeting ( AGM ). The Director(s) who retire under this rule are those who have held office the longest since last being elected or appointed. If two or more Directors have been in office for the same period, those Directors may agree which of them will retire. This rule does not apply to any Managing Director. A Director appointed by the Board since the last AGM and subject to retirement and re-election at the following AGM is also not taken into account in determining the number of Directors who must retire by rotation.

The initial appointment and last re-election dates of each current Director are listed below:

Director	First Appointed	AGM Last Re-elected
Farooq Khan	10 March 1998	Not required to stand for re-election, being the ManagingDirector
Yaqoob Khan	10 March 1998	12 November 2015 AGM
Victor Ho	3 April 2013 (also CompanySecretarysince 30 August 2000)	27 November 2014 AGM; Standingfor re-election at the 2016 AGM

1.4. The Company Secretary

The Company Secretary is appointed by the Board and is responsible for developing and maintaining the information systems and processes that are appropriate for the Board to fulfil its role. The Company Secretary is responsible to the Board for ensuring compliance with Board policies and procedures and governance matters. The Company Secretary ensures the timely despatch of Board papers and the accurate minuting of Board meetings. He has responsibility to facilitate the ongoing professional development of Directors. The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. The Company Secretary is also responsible for overseeing and coordinating disclosure of information to the ASX as well as communicating with the ASX.

The Company Secretary is Mr Victor Ho (appointed 30 August 2000) (also an Executive Director, appointed 3 April 2013), whose qualifications, experience and positions in other listed companies are stated in the Company’s latest 2016 Annual Report.

1.5. Diversity

The Board, Senior Management and workforce of the Company/Group currently comprises individuals that are culturally diverse, together with possessing an appropriate blend of qualifications and skills. The Company recognises the positive advantages of a diverse workplace and is committed to:

(a) creating a working environment conducive to the appointment of well qualified employees, Senior Management and Board candidates; and
(b) identifying ways to promote a corporate culture which embraces diversity.

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CORPORATE GOVERNANCE STATEMENT

The small size of, and low turnover within, the Company’s workforce are such that it cannot realistically be expected to reflect the degree of diversity of the general population. Given those circumstances, and the current nature and scale of the Company’s activities, the Board has determined that it is not practicable to adopt a formal diversity policy with measurable objectives for achieving gender diversity at this time. The Board monitors the extent to which the level of diversity within the Company is appropriate on an ongoing basis and periodically considers measures to improve it. The Board will give further consideration to the establishment of objectives for achieving gender diversity as the Company develops and its circumstances change.

The Board has delegated the responsibility of monitoring and ensuring workplace diversity to the Executive Chairman/Managing Director.

The Company recognises that both female and male employees may have family/domestic responsibilities and, accordingly, adopts flexible work practices to assist them to meet those responsibilities (so far as is practicable having regard to business/operational requirements).

The Company does not currently have any women on the Board or in Senior Executive roles within the Group. A Senior Executive is a member of Senior Management that directly reports to the Executive Chairman/Managing Director. In this regard, it is noted that the Company has only three members on its Board and no other Senior Executives (apart from Board members who are Executive Directors). As at 30 June 2016, 57% of the Company’s current employees are female (30 June 2015: 52%).

1.6. Board Performance Review and Evaluation

The Board as a whole has responsibility to review its own performance and the performance of individual Directors. The Chairman also speaks to Directors individually regarding their role and performance as a Director.

Generally, evaluations are conducted initially by the Chairman via questionnaires and or interviews covering matters such as each Director’s individual contribution, Board performance and the functioning of the Board Committee processes (where applicable). The overall outcomes are discussed by the Board from time to time, with measures taken to improve the effectiveness and efficiency of the Board. A Board performance evaluation will be conducted with Directors during the current financial year.

The Board as a whole is responsible for reviewing the performance and remuneration of the Executive Chairman/Managing Director and the Executive Director (in his capacity as such). Performance evaluations will be conducted with Executive Directors during the current financial year.

1.7. Senior Executive Performance Review and Evaluation

The Executive Chairman/Managing Director reviews the performance of the Company Secretary (in his capacity as such), who is the only other Senior Executive. A performance evaluation will be conducted with the Company Secretary (in his capacity as such) during the current financial year.

PRINCIPLE 2 – STRUCTURE THE BOARD TO ADD VALUE

2.1. Board of Directors – Composition, Structure and Process

The Board has been formed so that it has an effective composition, size and commitment to adequately discharge its responsibilities and duties, given the current size and the scale and nature of the Company’s activities. The Directors periodically review whether the size and composition of the Board remains appropriate to the Company’s activities and operating environment.

The names of the Executive Chairman/Managing Director, Executive Director and Non-Executive Director currently in office and their qualifications, experience and positions in other listed companies are stated in the Company’s latest 2016 Annual Report. A Director is generally initially appointed by the Board and retires (and may stand for re-election) at the next AGM after their appointment (as outlined in Section 1.3 above).

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2.2. Nomination Committee

As a consequence of the size and composition of the Company's Board (comprising the Executive Chairman/Managing Director, an Executive Director and a Non-Executive Director) the Board does not have a stand-alone Nomination Committee.

The Board as a whole (with abstentions from relevant Directors where there is a conflict of interest) has the responsibilities typically assumed by a nomination committee, including but not limited to:

(a) devising criteria for Board membership, regularly reviewing the need for various skills and experience on the Board (including the necessary and desirable qualifications, experience and competencies of Directors and the extent to which these are reflected in the Board) and identifying specific individuals for nomination as Directors;
(b) oversight of Board and Company Executive succession plans; and
(c) addressing Board diversity.

That is, matters typically dealt with by a nomination committee are within the responsibility of the full Board.

2.3. Skills, Knowledge and Experience

The Board seeks to ensure that its members have an appropriate mix of skills, knowledge and experience to enable it to properly perform its responsibilities and be well equipped to navigate the Company through the many opportunities and challenges it faces.

Directors are appointed based on the specific business, corporate and governance skills and experience required by the Company. The Board recognises the need for Directors to have a relevant blend of skills and personal experience in a range of disciplines required for the proper management and oversight of the Company’s operations, having regard to the scale and nature of its activities.

While recognising that each Director will not necessarily have experience in each of the following areas, the Board seeks to ensure that its membership includes an appropriate mix of Directors with experience in the financial/investments sector, capital markets, general management, accounting and finance and corporate affairs.

A summary of the Directors’ skills and experience relevant to the Group as at the end of the Reporting Period is set out below:

Skills and Experience (out of 3 Directors)	Skills and Experience (out of 3 Directors)	Skills and Experience (out of 3 Directors)
Leadership and Governance		Sector Experience
Executivemanagement	3	Investmentmanagement	3
Corporate governance	3	Analysis and research	3
Strategy	2	Technology	3
Capital Markets		Start-ups	3
Capital raising	3	People
Securitiesmarkets	3	Human resources	2
Capital management	3	Corporate
Corporate actions	3	Mergers and acquisitions	3
Finance and Risk		Legal	2
Accounting	2	Investor relations	3
Risk management	3	Compliance	1

The diverse qualifications, skills and experiences of the Directors, disclosed in the Company’s latest 2016 Annual Report, represent a mix that the Board believes is appropriate to have reflected among its members. The Board reviews its Skills Matrix at least annually.

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2.4. Chairman and Managing Director

The Chairman leads the Board and has responsibility for ensuring that the Board receives accurate, timely and clear information to enable Directors to perform their duties as a Board. The Managing Director is responsible and accountable to the Board for the Company’s management. The Company’s Executive Chairman and Managing Director roles are fulfilled by one person – Mr Farooq Khan (a founding Director appointed on 10 March 1998), whose qualifications, experience and positions in other listed companies are stated in the Company’s latest 2016 Annual Report.

The Board considers that the Company is not currently of a size, nor are its affairs of such complexity, to justify the expense of the appointment of an independent Non-Executive Chairman.

The Board is of the opinion that all Directors exercise and bring to bear an unfettered and independent judgement towards their duties. The Board is satisfied that Mr Farooq Khan, as both Chairman and as Managing Director, plays an important role in the continued success and performance of the Company and is able to and does bring quality and independent judgment to all relevant issues falling within the scope of the role of a Chairman. The Board does not consider that his dual role in any way diminishes the efficient organisation and conduct of the Board’s overall function.

The Board believes that the benefits to shareholders of a separate, independent Non-Executive Chairman and Managing Director would not outweigh the disadvantage of the additional remuneration and administrative expenses involved. However, the Board will periodically review whether it would be more appropriate to have an independent Non-Executive Chairman and or a separate Managing Director/CEO.

The Company does not have a Chief Executive Officer ( CEO ). The Board has determined that the Managing Director is the appropriate person to perform the CEO-equivalent role in signing the declaration relating to the statutory accounts under section 295A of the Corporations Act and as per the ASX Recommendations (refer Section 4.2 below).

2.5. Executive Director

Mr Victor Ho (appointed on 3 April 2013) (also the Company Secretary, appointed 30 August 2000) is an Executive Director of the Company. Mr Ho’s qualifications, experience and positions in other listed companies are stated in the Company’s latest 2016 Annual Report.

2.6. Non-Executive Directors

The Company recognises the importance of Non-Executive Directors and the external perspective and advice that they can offer. The Board currently does not have a majority of Non-Executive Directors. Mr Yaqoob Khan (a founding Director appointed on 10 March 1998) is presently the Company’s only Non-Executive Director. Mr Yaqoob Khan’s qualifications, experience and positions in other listed companies are stated in the Company’s latest 2016 Annual Report. The Board as a whole is satisfied that the Non-Executive Director brings an independent discretion to his deliberations, unaffected by the executive status of the Chairman.

2.7. Independence

An independent Director, in the view of the Company, is a Non-Executive Director who:

(a) has not previously been employed in an Executive capacity within the Group, unless a period of at least three years has elapsed between ceasing such employment and serving on the Board;
(b) is not and has not within the last three years been a principal or senior employee of a material professional adviser to the Group;
(c) is not and has not within the last three years been in a material business relationship (e.g. supplier or customer) with the Group, or an officer of or otherwise associated with someone with such a relationship;
(d) is not a substantial shareholder of the Company or an officer of, or otherwise associated with, a substantial shareholder of the Company;
(e) has no material contractual relationship with the Company or its controlled entities, other than as a director;
(f) has no close family ties with any person who falls within any of the categories described above; and

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CORPORATE GOVERNANCE STATEMENT

(g) has not been a Director of the Company for such a period that his or her independence may have been compromised. There is no specified length of service beyond which a Director is no longer considered independent. The Board will regularly assess whether any, otherwise independent, Director who has served for more than 10 years may no longer be regarded as independent.

In the case where any of the above interests, positions or relationships exists, the Company, in consultation with the relevant Director, assesses its materiality to determine whether it might interfere, or reasonably be seen to interfere, with the Director's capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company and its shareholders generally.

The Board assesses the independence of Directors annually, or more frequently if circumstances require.

Mr Farooq Khan is not regarded as an independent Director as he is an Executive Director of the Company and also a substantial shareholder of the Company.

Mr Victor Ho is not regarded as an independent Director as he is an Executive Director/Company Secretary of the Company.

Mr Yaqoob Khan is not regarded as an independent Director under the criteria referred to above.

The Board considers that the Company is not currently of a size, nor are its affairs of such complexity, to justify the expense of the appointment of a majority of independent, Non-Executive Directors. The Board believes that the individuals on the Board can make, and do make, quality and independent judgments in the best interests of the Company on all relevant issues.

2.8. Induction and Professional Development

It is the policy of the Board to ensure that the Directors and Senior Management of the Company are equipped with the knowledge and information they need to discharge their responsibilities effectively and that individual and collective performance is regularly and fairly reviewed. The Board regularly reviews whether the Directors, as a group, have the skills, knowledge and familiarity with the Company and its operating environment required to fulfil their role on the Board effectively.

The Company has a programme for inducting new Directors. This includes giving new Directors a full briefing about the nature of the business, current issues, the corporate strategy and the expectations of the Board concerning the performance of Directors and access to all employees to gain full background on the Company’s operations. Directors are encouraged to attend director training and professional development courses, as may be required to enable them to develop and maintain the skills and knowledge needed to effectively perform their roles as Directors, at the Company’s expense (as approved by the Chairman and or the Board, as appropriate and applicable).

2.9. Meetings of the Board

The Board holds regular meetings whenever necessary to deal with specific matters requiring attention. Directors’ Circulatory Resolutions are also utilised where appropriate either in place of or in addition to formal Board meetings. Each member of the Board is committed to spending sufficient time to enable them to carry out their duties as a Director of the Company.

It is recognised and accepted that Board members may also concurrently serve on other boards, either in an executive or non-executive capacity, provided that these commitments do not materially interfere with their ability to serve as a Director of the Company.

2.10. Conflicts of Interest

To ensure that Directors are at all times acting in the interests of the Company, Directors must:

(a) disclose to the Board actual or potential conflicts that may or might reasonably be thought to exist between the interests of the Director or his duties to any other parties and the interests of the Company in carrying out the activities of the Company; and
(b) if requested by the Board, within seven days or such further period as may be permitted, take such necessary and reasonable steps to remove any conflict of interest.

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If a Director cannot or is unwilling to remove a conflict of interest then the Director must, as per the Corporations Act, absent himself from the room when Board discussion and/or voting occurs on matters to which the conflict relates (save with the approval of the remaining Directors and subject to the Corporations Act).

2.11. Related-Party Transactions

Related-party transactions include any financial transaction between a Director and the Company as defined in the Corporations Act or the ASX Listing Rules. Unless there is an exemption under the Corporations Act from the requirement to obtain shareholders’ approval for the related-party transaction, the Board may not approve the transaction. The Company also discloses related-party transactions in its Annual Report as required under the Corporations Act and relevant Accounting Standards.

2.12. Share Dealings and Disclosures

The Company has adopted a Share Trading Policy (dated 31 December 2010), which applies to Directors and employees of the Group and contractors who have agreed to be bound by the policy. The policy is designed to:

(a) explain the type of conduct in relation to dealings in the Company’s securities that is prohibited under the relevant law and by the Group, including insider trading; and
(b) establish a procedure for buying, selling or otherwise dealing in the Company’s securities (generally and during specified prohibited periods) which requires (in the case of ‘Executive Personnel’) the prior approval from the Chairman of the Board. Approval to sell the Company’s shares during prohibited periods will only be granted where there is severe financial hardship or exceptional circumstances.

A copy of the Company’s Share Trading Policy may be viewed and downloaded from the Company’s website.

2.13. Independent Professional Advice

Subject to prior approval by the Chairman, each Director has the right to seek independent legal and other professional advice at the Company’s expense concerning any aspect of the Company’s operations or undertakings in order to fulfil their duties and responsibilities as a Director.

2.14. Company Information and Confidentiality

All Directors have the right of access to all relevant Company books and to Senior Executives. In accordance with legal requirements and agreed ethical standards, Directors and employees of the Company have agreed to keep confidential all information received in the course of the exercise of their duties and will not disclose nonpublic information except where disclosure is authorised or legally mandated.

2.15. Directors’ and Officer’s Deeds

The Company has also entered into a deed with each of the current Directors and the Company Secretary to regulate certain matters between the Company and each officer, both during the time the officer holds office and after the officer ceases to be an officer of the Company (or of any of its wholly-owned subsidiaries) including indemnity and insurance and the rights of access to and obligations of confidentiality concerning Company information. A summary of the terms of such deeds is contained within the Company’s latest 2016 Annual Report and also in the Company’s 2005 Notice of AGM dated 18 October 2005.

PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY

3.1. Code of Conduct

The Company has developed a formal Code of Conduct, which may be viewed and downloaded from the Company’s website. The Code sets and creates awareness of the standard of conduct expected of Directors, officers, employees and contractors in carrying out their roles.

The Company seeks to encourage and develop a culture which will maintain and enhance its reputation as a valued corporate citizen and an employer which personnel enjoy working for. The Code sets out policies in relation to various corporate and personal behaviour including safety, discrimination, respecting the law, anticorruption, interpersonal conduct, conflict of interest and alcohol and drugs.

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While the Code seeks to prescribe standards of behaviour for all Group personnel to observe, it does not, and understandably cannot, identify every ethical issue that an individual might face. The Code’s objective is to provide a benchmark for professional and personal behaviour throughout the Group, to safeguard the Group’s reputation and to make clear the consequences of breaching the Code.

All Group personnel receive a copy of the Code when they start with the Group and can access the Code from the Company’s website or request a copy from their reporting manager or the Company Secretary.

PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING

4.1. Audit Committee

As a consequence of the size and composition of the Company's Board (comprising the Executive Chairman, an Executive Director and a Non-Executive Director) the Board does not have a stand-alone Audit Committee.

The Board as a whole has responsibilities typically assumed by an audit committee, including but not limited to:

(a) verifying and safeguarding the integrity of the Company's stakeholder reporting;
(b) reviewing and approving the audited annual and reviewed half-yearly financial reports;
(c) reviewing the appointment of the external auditor, their independence and performance, the audit fee, any questions of their resignation or dismissal and assessing the scope and adequacy of the external audit; and
(d) a risk management function (refer Section 7.1 for further details).

That is, matters typically dealt with by an audit committee are within the responsibility of the full Board.

4.2. CEO and CFO Declarations

The Company does not presently have a Chief Executive Officer ( CEO ) or Chief Financial Officer ( CFO ). The Board has determined that the Managing Director (also an Executive Chairman) is the appropriate person to make the CEO-equivalent declaration and the Company Secretary (also an Executive Director) is the appropriate person to make the CFO-equivalent declaration, as required under section 295A of the Corporations Act and as per the ASX Recommendations.

These declarations state that, in their respective opinions, the financial records of the Company have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the Company and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. The Board receives, prior to its approval of the Company’s financial statements for a financial period (i.e. the half-year and full-year reports), these CEO- and CFO-equivalent declarations from the Managing Director and the Company Secretary respectively.

4.3. External Auditor

The Company's external auditor ( Auditor ) is selected for its professional competence, reputation and the provision of value for professional fees. Within the audit firm, the partner responsible for the conduct of the Company’s audits is rotated every five years. The external Auditor attends the Company’s AGMs (in person or by teleconference) and is available to answer shareholder questions about the conduct of the audit and the preparation and content of the Auditor’s Report.

The Company changed its Auditor from BDO Audit (WA) Pty Ltd to Rothsay Auditing (a firm of Chartered Accountants with offices in Perth and Sydney) on 12 February 2016.[1] The transition occurred as part of a review of the Company’s corporate administration costs – Rothsay was selected after considering proposals received from BDO and a number of other audit firms. Rothsay will hold office as Auditor until the 2016 AGM, at which time shareholder approval will be sought for their re-appointment and continuation as Auditor.

1 Refer Queste’s ASX announcement dated 12 February 2016: Change of Auditors

2016 CORPORATE GOVERNANCE | 10

2015/2016 FINANCIAL YEAR

Queste Communications Ltd A.B.N. 58 081 688 164

CORPORATE GOVERNANCE STATEMENT

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE

5.1. Continuous Disclosure to ASX

The Board has designated the Company Secretary as the person responsible for overseeing and coordinating disclosure of information to ASX as well as communicating with ASX, subject to prior review and approval of all announcements by the Directors.

In accordance with the Corporations Act and ASX Listing Rule 3.1, the Company’s policy requires the immediate (i.e. promptly without delay having regard to the circumstances) notification to ASX of all information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company’s securities, subject to exceptions permitted by that rule. A reasonable person is taken to expect information to have a material effect on the price or value of the Company’s securities if the information would, or would be likely to, influence persons who commonly invest in securities in deciding whether to acquire or dispose of the Company’s securities.

All staff are required to inform their reporting manager of any potentially price-sensitive information concerning the Company as soon as they become aware of it. Reporting managers are in turn required to inform the Managing Director of any potentially price-sensitive information.

In general, the Company will not respond to market speculation or rumours unless required to do so by law or by the ASX Listing Rules.

The Company may request a trading halt from ASX to prevent trading in its securities if the market appears to be uninformed. All personnel are under written confidentiality obligations to the Company, designed to prevent, amongst other things, the premature disclosure of information. The Managing Director and, where the Managing Director is not available, the Company Secretary (in consultation with the Board), are authorised to determine whether to seek a trading halt.

PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS

6.1. Website Information

All public information about the Company and its governance is available to investors on the Company’s website (http://www.queste.com.au). The website includes an easily located link to a “Corporate Governance” page, from which all relevant governance information can be accessed.

The Company's website contains all announcements and financial and other reports lodged on ASX; notices of shareholder meetings, explanatory statements and meeting results; Director biographies, Company and share registry contact information, shareholder forms and a range of other information about the Company’s affairs.

The Company’s announcements and reports lodged on ASX may also be viewed and downloaded from the ASX website: http://www.asx.com.au under ASX code “QUE”.

6.2. Investor Relations

The Company is owned by shareholders. Increasing shareholder value is the Company’s key mission. Shareholders require an understanding of the Company’s operations and performance to enable them to understand how that mission is being fulfilled. The Directors are the shareholders’ representatives. In order to properly perform their role, the Directors must be able to ascertain the shareholders’ views on matters affecting the Company.

The Board therefore considers it paramount to ensure that shareholders are informed of all major developments affecting the Company and have the opportunity to communicate their views on the Company to the Board. The Board has designed and implemented an Investor Relations Programme to meet these objectives.

2016 CORPORATE GOVERNANCE | 11

2015/2016 FINANCIAL YEAR

Queste Communications Ltd A.B.N. 58 081 688 164

CORPORATE GOVERNANCE STATEMENT

The Investor Relations Programme involves communicating information to shareholders and the market through various means, including:

(a) Monthly and Quarterly Cash Flow Reports released to ASX, which are posted on the Company’s website;
(b) Annual Reports, which are distributed to shareholders if they have elected to receive a printed version and is otherwise available for viewing and downloading from the Company’s website;
(c) the AGM and other general meetings (the notices for which are available for viewing and downloading from the Company’s website) called in accordance with the Corporations Act and to obtain shareholder approvals as appropriate. The Executive Chairman/Managing Director (where appropriate) gives an address at the AGM updating shareholders on the Company's activities;
(d) Half Year and Full Year Directors’ and Financial Reports, which are available for viewing and downloading from the Company’s website; and
(e) other announcements released to ASX as required under the continuous disclosure requirements of the ASX Listing Rules and other information that may be mailed to shareholders, which are available for viewing and downloading from the Company’s website.

The Managing Director (and/or the Company Secretary, where appropriate) has general responsibility to speak to the media, investors and analysts on the Company’s behalf. Other Directors or Senior Executives may be given a brief to do so on particular occasions (where appropriate).

The Company actively promotes communication with shareholders through a variety of measures, including the use of the Company’s website and email.

6.3. Shareholders’ Meeting Participation

The Company actively encourages shareholders to participate in its AGM and other shareholder meetings.

Traditionally, the key forum for two-way communication between the Company and its shareholders is its AGM. The AGM facilitates investor communications Shareholders by means which include:

(a) shareholders having the opportunity to ask questions of Directors at all general meetings;
(b) the presence of the Auditor at AGMs (in person or by teleconference, as practicable and appropriate) to take shareholder questions on any issue relevant to their capacity as Auditor;
(c) the Company’s policy of expecting Directors to be available (where practicable) to meet shareholders at the AGM; and
(d) the Company making Directors and selected Senior Executives available (where practicable) to answer shareholder questions submitted by telephone, email and other means (where appropriate).

The Chairman encourages questions and comments from shareholders at shareholder meetings and seeks to ensure that shareholders are given ample opportunity to participate. Shareholders who are unable to attend the AGM or a general meeting may submit questions and comments before the meeting to the Company and or to the Auditor (in the case of the AGM).

6.4 Electronic Communication

Shareholders may send communications to and receive communications from the Company and its Share Registry electronically. The contact email addresses for the Company and its Share Registry are [email protected] and [email protected] respectively (also available on the Company’s website).

Shareholders may elect to receive Annual Reports electronically. The Company also maintains an email list for the distribution of the Company’s announcements on ASX via email in a timely manner.

2016 CORPORATE GOVERNANCE | 12

2015/2016 FINANCIAL YEAR

Queste Communications Ltd A.B.N. 58 081 688 164

CORPORATE GOVERNANCE STATEMENT

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK

7.1. Risk Committee

The Board as a whole has responsibilities typically assumed by a risk committee, including but not limited to:

(a) ensuring that an appropriate risk-management framework is in place and is operating properly; and
(b) reviewing and monitoring legal and policy compliance systems and issues.

That is, matters typically dealt with by a risk committee are within the responsibility of the full Board.

During the Reporting Period, the Board relied on the Company’s existing risk-management framework and did not conduct a review.

7.2. Internal Control and Risk Management

The Board of Directors is responsible for the overall internal control framework (which includes risk management) and oversight of the Company’s policies on and management of risks that have the potential to impact significantly on operations, financial performance or reputation.

The Board recognises that no cost-effective internal control system will preclude all errors and irregularities. The system is based, in part, on the appointment of suitably-qualified and experienced service providers and suitably-qualified and experienced management personnel. The effectiveness of the system is monitored and reviewed by management on an on-going basis and at least annually by the Board. On a day-to-day basis, managing the various risks inherent in the Company’s operations is the responsibility of the Executive Directors.

Risks facing the Company can be divided into the broad categories of operations, compliance and market risks.

Operations risk refers to risks arising from day-to-day operational activities which may result in direct or indirect loss from inadequate or failed internal processes, decision-making, exercise of judgment, people or systems, external events or fraudulent activity. The Executive Chairman/Managing Director and the Executive Director/Company Secretary have delegated responsibility from the Board for identification of operations risks generally, for putting processes in place to mitigate them and monitoring compliance with those processes.

The Company has clear accounting and internal control systems to manage risks to the accuracy of financial information and other financial risks.

Compliance risk is the risk of failure to comply with all applicable legal and regulatory requirements and industry standards and the corresponding impact on the Company’s business, reputation and financial condition. The Company’s compliance risk management strategy ensures compliance with key legislation affecting the Company’s activities. A key principle of the Company’s compliance risk management strategy is to foster an integrated approach where line managers are responsible and accountable for compliance, within their job descriptions and within overall guidance developed by the Company Secretary/Executive Director, assisted by the General Counsel (as appropriate). The Company’s compliance strategy is kept current with advice from the General Counsel, senior external professionals and the ongoing training of Executives and other senior personnel involved in compliance management. The Company Secretary/Executive Director has oversight responsibility for managing the Company’s compliance risk.

The Company has policies on responsible business practices and ethical behaviour, including the Code of Conduct, Conflict of Interest and Share Trading Policies, to maintain confidence in the Company’s integrity and ensure legal compliance.

The material economic risks to which the Company is exposed principally consist of market risks. Market risk encompasses risks to the Company’s performance from changes in equity and property/asset prices, interest rates, currency exchange rates, capital markets and economic conditions generally. The Executive Directors act as the first line in managing this risk. The Board retains final responsibility to assess the Company’s exposure to these risks and set the strategic direction for managing them. Further details are in Note 9 (Financial Risk Management) to the financial statements in the Company’s latest 2016 Annual Report.

2016 CORPORATE GOVERNANCE | 13

2015/2016 FINANCIAL YEAR

Queste Communications Ltd A.B.N. 58 081 688 164

CORPORATE GOVERNANCE STATEMENT

The Company has no direct material exposure to environmental or social sustainability risks. There is potential for indirect material exposure to environmental, social sustainability and economic risks through the entities in which the Company invests. Senior Executives regularly review existing and proposed material investments. These reviews include assessing whether entities in which the Company has, or is considering making, material investments have exposure to material environmental, social sustainability, economic and other risks. These risks are taken into account as part of the process of determining whether to make, maintain or dispose of any given material investment.

The Company’s approach to risk management is not stationary; it evolves constantly in response to developments in operations and changing market conditions.

Management has reported to the Board as to the effectiveness of the Company's management of its material business risks in respect of the Company’s latest financial year.

7.3. Internal Audit

The Company does not have an independent internal audit function. Due to the nature and size of the Company's operations, and the Company’s ability to derive substantially all of the benefits of an independent internal audit function in the manner disclosed below, the expense of an independent internal auditor is not considered to be appropriate.

The Board as a whole performs all key elements of an internal audit function, including but not limited to:

(a) evaluating and seeking and obtaining reasonable assurance that risk management, control, and governance systems are functioning as intended and will enable the Company’s objectives and goals to be met;
(b) evaluating information security and associated risk exposures;
(c) evaluating regulatory compliance programmes with consultation from internal and external legal counsel;
(d) evaluating the Company’s preparedness in case of business interruption; and
(e) providing oversight of the Company's anti-fraud programmes.

The Board delegates to the Executive Director/Company Secretary the authority to implement any non-strategic amendments to risk management systems required as a result of changed circumstances, or where the potential for improvement has been identified; reporting all such matters to the Executive Chairman/Managing Director promptly and to the Board for consideration at its next meeting. The Board may also seek recommendations from appropriate Senior Executives where strategic changes to risk management and internal control processes are required. The Board makes such strategic changes as and when required.

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY

8.1. Remuneration Committee

The Board as a whole has responsibilities typically assumed by a remuneration committee, including but not limited to:

(a) reviewing the remuneration (including short- and long-term incentive schemes and equity-based remuneration, where applicable) and performance of Directors;
(b) setting policies for Senior Executive remuneration, setting the terms and conditions of employment for Senior Executives, undertaking reviews of Senior Executive performance, including setting goals and reviewing progress in achieving those goals; and
(c) reviewing the Company’s Senior Executive and employee incentive schemes (including equity-based remuneration) (where applicable) and making recommendations to the Executive Chairman on any proposed changes.

That is, matters typically dealt with by a remuneration committee are within the responsibility of the full Board.

2016 CORPORATE GOVERNANCE | 14

2015/2016 FINANCIAL YEAR

Queste Communications Ltd A.B.N. 58 081 688 164

CORPORATE GOVERNANCE STATEMENT

8.2. Remuneration Policy

Details of the Company’s remuneration policy are contained in the Remuneration Report within the Company’s latest 2016 Annual Report.

8.3. Equity-Based Remuneration Scheme

The Company does not have an Employee Share Option Plan ( ESOP ) and has not issued equity-based remuneration (including shares and options) to Directors or Senior Management.

If options are proposed to be issued to Directors, Senior Management or employees, the Company’s policy is to require these option holders not to enter into transactions in associated products which limit the economic risk of holding unvested options. Also, under the Company’s Share Trading Policy, Director and employee optionholders may not:

(a) hedge or limit their exposure to risk in any unvested options in the Company; or
(b) use any securities in the Company held by them as security for borrowing or other obligations (including a margin lending facility) without the written consent of the ‘Trading Officer’.

The Company’s Share Trading Policy may be viewed and downloaded from the Company’s website.

2016 CORPORATE GOVERNANCE | 15

Rules 4.7.3 and 4.10.3[1]

ASX APPENDIX 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Name of entity	Name of entity
QUESTE COMMUNICATIONS LTD
ABN/ARBN		Financialyearended
58 081 688 164		30 June 2016

Our Corporate Governance Statement[2] ( CGS ) 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 28 October 2016 and has been approved by the Board.

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

Date: 28 October 2016

Name of Director or Secretary authorising lodgement:

==> picture [80 x 53] intentionally omitted <==

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.

2016 CORPORATE GOVERNANCE | 1

Queste Communications Ltd A.B.N. 58 081 688 164

KEY TO CORPORATE GOVERNANCE DISCLOSURES

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
PRINCIPLE 1 – LAYSOLID FOUNDATIONS FOR MANAGEMENT ANDOVERSIGHT
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 at Sections 1.1 of the CGS …and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board 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 checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re- elect a director.	… the fact that we follow this recommendation:  in our Corporate Governance Statement at Section 1.2	Not Applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Not Applicable	 an explanation why that is so in our Corporate Governance Statement at Section 1.3
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	… the fact that we follow this recommendation:  in our Corporate Governance Statement at Section 1.4	Not Applicable
1.5	A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both 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 achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’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 positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’smostrecent“Gender	… the fact that we have a diversity policy that complies with paragraph (a): Not Applicable … and the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: Not Applicable … and the information referred to in paragraphs (c)(1) or (2):  in our Corporate Governance Statement at Section 1.5	 an explanation why that is so in our Corporate Governance Statement at Section 1.5

2016 CORPORATE GOVERNANCE | 2

Queste Communications Ltd A.B.N. 58 081 688 164

KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
	Equality Indicators”, as defined in and published underthatAct.
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): … and the information referred to in paragraph (b):  in our Corporate Governance Statement at Section 1.6	Not Applicable
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): … and the information referred to in paragraph (b):  in our Corporate Governance Statement at Section 1.7	Not Applicable
PRINCIPLE 2 -STRUCTURE THE BOARD TO ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom 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 throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession 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.	If the entity complies with paragraph (a): … the fact that we have a nomination committee that complies 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 Applicable If the entity complies with paragraph (b): … the fact that we do not have a nomination committee and the processes we employ to address board succession 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  in our Corporate Governance Statement at Section 2.2	 an explanation why that is so in our Corporate Governance Statement at Section 2.2
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	… our board skills matrix:  in our Corporate Governance Statement at Section 2.3	Not Applicable

2016 CORPORATE GOVERNANCE | 3

Queste Communications Ltd A.B.N. 58 081 688 164

KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	… the names of the directors considered by the board to be independent directors:  in our Corporate Governance Statement at Section 2.7 … and where applicable, the information referred to in paragraph (b): Not Applicable … and the length of service of each director:  in our Corporate Governance Statement at Sections 1.3 and 2.4 to 2.6	Not Applicable
2.4	A majority of the board of a listed entity should be independent directors.	… the fact that we follow this recommendation: Not Applicable	 an explanation why that is so in our Corporate Governance Statement at Section 2.7
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	… the fact that we follow this recommendation: Not Applicable	 an explanation why that is so in our Corporate Governance Statement at Sections 2.4 and 2.7
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	… the fact that we follow this recommendation:  in our Corporate Governance Statement at Section 2.8	Not Applicable
PRINCIPLE3 – 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 code of conduct or a summary of it:  in our Corporate Governance Statement at Section 3.1 and at this location: http://www.queste.com.au/corporate- governance	Not Applicable

2016 CORPORATE GOVERNANCE | 4

Queste Communications Ltd A.B.N. 58 081 688 164

KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non-executive directors and a majority of whom 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 the period 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 that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	If the entity complies with paragraph (a): … the fact that we have an audit committee that complies 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 Applicable If the entity complies with paragraph (b): … the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner:  in our Corporate Governance Statement at Section 4.1	 an explanation why that is so in our Corporate Governance Statement at Section 4.1
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	… the fact that we follow this recommendation:  in our Corporate Governance Statement at Section 4.2	Not Applicable
4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	… the fact that we follow this recommendation:  in our Corporate Governance Statement at Sections 4.3 and 6.3	Not Applicable
PRINCIPLE5 – 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 Listing Rules; and (b) disclose that policy or a summary of it.	… our continuous disclosure compliance policy or summary of it:  in our Corporate Governance Statement at Section 5.1	Not Applicable

2016 CORPORATE GOVERNANCE | 5

Queste Communications Ltd A.B.N. 58 081 688 164

KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
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 these locations: http://www.queste.com.au/ http://www.queste.com.au/about-us http://www.queste.com.au/investors http://www.queste.com.au/corporate- governance	Not Applicable
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	… the fact that we follow this recommendation:  in our Corporate Governance Statement at Section 6.2	Not Applicable
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	… our policies and processes for facilitating and encouraging participation at meetings of security holders:  in our Corporate Governance Statement at Section 6.3	Not Applicable
6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation:  in our Corporate Governance Statement at Section 6.4	Not Applicable
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 throughout the 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 and the 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): Not Applicable … and a copy of the charter of the committee: Not Applicable … and the information referred to in paragraphs (4) and (5): Not Applicable If the entity complies with paragraph (b): … the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework:  in our Corporate Governance Statement at Section 7.1	 an explanation why that is so in our Corporate Governance Statement at Section 7.1
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that we follow this recommendation: Not Applicable	 an explanation why that is so in our Corporate Governance Statement at Section 7.1
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	If the entity complies with paragraph (a): … how our internal audit function is structured and what role it performs: Not Applicable	 an explanation why that is so in our Corporate Governance

2016 CORPORATE GOVERNANCE | 6

Queste Communications Ltd A.B.N. 58 081 688 164

KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
	(b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	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 and continually improving the effectiveness of our risk management and internal control processes:  in our Corporate Governance Statement at Section 7.3	Statement at Section 7.3
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social 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, if we do, how we manage or intend to manage those risks:  in our Corporate Governance Statement at Section 7.2	Not Applicable
PRINCIPLE8 – 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 throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring 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): Not Applicable … and a copy of the charter of the committee: Not Applicable … and the information referred to in paragraphs (4) and (5): Not Applicable If the entity complies with paragraph (b): … the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive:  in our Corporate Governance Statement at Section 8.1	 an explanation why that is so in our Corporate Governance Statement at Section 8.1
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives:  in our Corporate Governance Statement at Section 8.2 in the Remuneration Report within the 2016 Annual Report	Not Applicable
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 through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	… our policy on this issue or a summary of it:  in our Corporate Governance Statement at Section 8.3 and our Share Trading Policy at http://www.queste.com.au/corporate- governance	Not Applicable

2016 CORPORATE GOVERNANCE | 7

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QUESTE COMMUNICATIONS LIMITED — Governance Information 2016

65653_rns_2016-10-27_69670244-ea11-4823-97bf-eed8a05a4f37.pdf

MARKET ANNOUNCEMENT

2016 Corporate Governance Statement and ASX Appendix 4G Key to Disclosures of Corporate Governance Principles and Recommendations

FURTHER INFORMATION:

CORPORATE GOVERNANCE STATEMENT

INTRODUCTION

CORPORATE GOVERNANCE STATEMENT

1.1.1 Board of Directors

CORPORATE GOVERNANCE STATEMENT

1.1.2 Senior Management

1.2. Board Nominations

1.3. Terms of Appointment – Directors and Senior Executives

CORPORATE GOVERNANCE STATEMENT

1.4. The Company Secretary

1.5. Diversity

CORPORATE GOVERNANCE STATEMENT

1.6. Board Performance Review and Evaluation

1.7. Senior Executive Performance Review and Evaluation

PRINCIPLE 2 – STRUCTURE THE BOARD TO ADD VALUE

2.1. Board of Directors – Composition, Structure and Process

CORPORATE GOVERNANCE STATEMENT

2.2. Nomination Committee

CORPORATE GOVERNANCE STATEMENT

2.4. Chairman and Managing Director

2.5. Executive Director

2.6. Non-Executive Directors

2.7. Independence

CORPORATE GOVERNANCE STATEMENT

2.8. Induction and Professional Development

2.9. Meetings of the Board

2.10. Conflicts of Interest

CORPORATE GOVERNANCE STATEMENT

2.11. Related-Party Transactions

2.12. Share Dealings and Disclosures

A copy of the Company’s Share Trading Policy may be viewed and downloaded from the Company’s website.

2.13. Independent Professional Advice

2.14. Company Information and Confidentiality

2.15. Directors’ and Officer’s Deeds

PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY

3.1. Code of Conduct

CORPORATE GOVERNANCE STATEMENT

4.1. Audit Committee

4.2. CEO and CFO Declarations

4.3. External Auditor

CORPORATE GOVERNANCE STATEMENT

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE

5.1. Continuous Disclosure to ASX

PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS

6.1. Website Information

6.2. Investor Relations

CORPORATE GOVERNANCE STATEMENT

6.3. Shareholders’ Meeting Participation

6.4 Electronic Communication

CORPORATE GOVERNANCE STATEMENT

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK

7.1. Risk Committee

7.2. Internal Control and Risk Management

CORPORATE GOVERNANCE STATEMENT

7.3. Internal Audit

8.1. Remuneration Committee

CORPORATE GOVERNANCE STATEMENT

8.2. Remuneration Policy

8.3. Equity-Based Remuneration Scheme

ASX APPENDIX 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

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QUESTE COMMUNICATIONS LIMITED Governance Information 2016