QUESTE COMMUNICATIONS LIMITED — Governance Information 2017

Oct 30, 2017

ASX APPENDIX 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

QUESTE COMMUNICATIONS LTD

58 081 688 164 30 June 2017

ABN/ARBN Financial year ended

Our Corporate Governance Statement2 (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 31 October 2017 and has been approved by the Board.

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

Date: 31 October 2017

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 recommendationin full for the whole of the period above.We have disclosed …	We have NOTfollowed therecommendationin full for thewhole of theperiod above. Wehave disclosed …
	PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose:(a) the respective roles and responsibilitiesof its board and management; and(b) those matters expressly reserved to theboard and those delegated tomanagement.	… the fact that we follow thisrecommendation:in our Corporate Governance Statementat Sections 1.1 of the CGS…and information about the respective rolesand responsibilities of our board andmanagement (including those mattersexpressly reserved to the board and thosedelegated to management):at Sections 1.1.1 and 1.1.2	Not Applicable
1.2	A listed entity should:	… the fact that we follow this	Not Applicable
	(a) undertake appropriate checks beforeappointing a person, or putting forwardto security holders a candidate forelection, as a director; and(b) provide security holders with allmaterial information in its possessionrelevant to a decision on whether or notto elect or re-elect a director.	recommendation:in our Corporate Governance Statementat Section 1.2
1.3	A listed entity should have a writtenagreement with each director and seniorexecutive setting out the terms of theirappointment.	Not Applicable	an explanation whythat is so in ourCorporateGovernanceStatementat Section 1.3
1.4	The company secretary of a listed entityshould be accountable directly to the board,through the chair, on all matters to do withthe proper functioning of the board.	… the fact that we follow thisrecommendation:in our Corporate Governance Statementat Section 1.4	Not Applicable
1.5	A listed entity should:(a) have a diversity policy which includesrequirements for the board or a relevantcommittee of the board to setmeasurable objectives for achievinggender diversity and to assess annuallyboth the objectives and the entity'sprogress in achieving them;(b) disclose that policy or a summary of it;and(c) disclose as at the end of each reportingperiod the measurable objectives forachieving gender diversity set by theboard or a relevant committee of theboard in accordance with the entity'sdiversity policy and its progress towardsachieving them and either:(1) the respective proportions of menand women on the board, in seniorexecutive positions and across thewhole organisation (including howthe entity has defined "seniorexecutive" for these purposes); or	… the fact that we have a diversity policy thatcomplies with paragraph (a):Not Applicable… and the measurable objectives forachieving gender diversity set by the boardor a relevant committee of the board inaccordance with our diversity policy andour progress towards achieving them:Not Applicable… and the information referred to inparagraphs (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 recommendationin full for the whole of the period above.We have disclosed …	We have NOTfollowed therecommendationin full for thewhole of theperiod above. Wehave disclosed …
	(2) if the entity is a "relevant employer"under the Workplace GenderEquality Act, the entity's mostrecent "Gender Equality Indicators",as defined in and published underthat Act.
1.6	A listed entity should:(a) have and disclose a process forperiodically evaluating the performanceof the board, its committees andindividual directors; and(b) disclose, in relation to each reportingperiod, whether a performanceevaluation was undertaken in thereporting period in accordance with thatprocess.	… the evaluation process referred to inparagraph (a):… and the information referred to inparagraph (b):in our Corporate Governance Statementat Section 1.6	Not Applicable
1.7	A listed entity should:(a) have and disclose a process forperiodically evaluating the performanceof its senior executives; and(b) disclose, in relation to each reportingperiod, whether a performanceevaluation was undertaken in thereporting period in accordance with thatprocess.	… the evaluation process referred to inparagraph (a):… and the information referred to inparagraph (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 entity should:(a) have a nomination committee which:(1) has at least three members, amajority of whom are independentdirectors; and(2) is chaired by an independentdirector,and disclose:(3) the charter of the committee;(4) the members of the committee; and(5) as at the end of each reportingperiod, the number of times thecommittee met throughout theperiod and the individualattendances of the members atthose meetings; or(b) if it does not have a nominationcommittee, disclose that fact and theprocesses it employs to address boardsuccession issues and to ensure thatthe board has the appropriate balanceof skills, knowledge, experience,independence and diversity to enable itto discharge its duties and	If the entity complies with paragraph (a):… the fact that we have a nominationcommittee that complies with paragraphs(1) and (2):Not Applicable… and a copy of the charter of thecommittee:Not Applicable… and the information referred to inparagraphs (4) and (5):Not ApplicableIf the entity complies with paragraph (b):… the fact that we do not have a nominationcommittee and the processes we employ toaddress board succession issues and toensure that the board has the appropriatebalance of skills, knowledge, experience,independence and diversity to enable it todischarge its duties and responsibilitieseffectively:in our Corporate Governance Statementin our Corporate Governance Statementat Section 2.2	an explanation whythat is so in ourCorporateGovernanceStatementat Section 2.2
2.2	responsibilities effectively.A listed entity should have and disclose aboard skills matrix setting out the mix ofskills and diversity that the board currentlyhas or is looking to achieve in itsmembership.	… our board skills matrix:in our Corporate Governance Statementat Section 2.3	Not Applicable

Corporate Governance Councilrecommendation		We have followed the recommendationin full for the whole of the period above.We have disclosed …	We have NOTfollowed therecommendationin full for thewhole of theperiod above. Wehave disclosed …
2.3	A listed entity should disclose:(a) the names of the directors consideredby the board to be independentdirectors;(b) if a director has an interest, position,association or relationship of the typedescribed in Box 2.3 but the board is ofthe opinion that it does not compromisethe independence of the director, thenature of the interest, position,association or relationship in questionand an explanation of why the board isof that opinion; and(c) the length of service of each director.	… the names of the directors considered bythe board to be independent directors:in our Corporate Governance Statementat Section 2.7… and where applicable, the informationreferred to in paragraph (b):Not Applicable… and the length of service of each director:in our Corporate Governance Statementat Sections 1.3 and 2.4 to 2.6	Not Applicable
2.4	A majority of the board of a listed entityshould be independent directors.	… the fact that we follow thisrecommendation:Not Applicable	an explanation whythat is so in ourCorporateGovernanceStatementat Section 2.7
2.5	The chair of the board of a listed entityshould be an independent director and, inparticular, should not be the same personas the CEO of the entity.	… the fact that we follow thisrecommendation:Not Applicable	an explanation whythat is so in ourCorporateGovernanceStatementat Sections 2.4 and2.7
2.6	A listed entity should have a program forinducting new directors and provideappropriate professional developmentopportunities for directors to develop andmaintain the skills and knowledge neededto perform their role as directors effectively.	… the fact that we follow thisrecommendation:in our Corporate GovernanceStatementat Section 2.8	Not Applicable
	PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should:(a) have a code of conduct for its directors,senior executives and employees; and(b) disclose that code or a summary of it.	… our 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

Corporate Governance Councilrecommendation		We have followed the recommendationin full for the whole of the period above.We have disclosed …	We have NOTfollowed therecommendationin full for thewhole of theperiod above. Wehave 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 ofwhom are non-executive directorsand a majority of whom areindependent directors; and(2) is chaired by an independentdirector, who is not the chair of theboard,and disclose:(3) the charter of the committee;(4) the relevant qualifications andexperience of the members of thecommittee; and(5) in relation to each reporting period,the number of times the committeemet throughout the period and theindividual attendances of themembers at those meetings; or(b) if it does not have an audit committee,disclose that fact and the processes itemploys that independently verify andsafeguard the integrity of its corporatereporting, including the processes forthe appointment and removal of theexternal auditor and the rotation of theaudit engagement partner.	If the entity complies with paragraph (a):… the fact that we have an audit committeethat complies with paragraphs (1) and (2):Not Applicable… and a copy of the charter of the committee:Not Applicable… and the information referred to inparagraphs (4) and (5):Not ApplicableIf the entity complies with paragraph (b):… the fact that we do not have an auditcommittee and the processes we employthat independently verify and safeguardthe integrity of our corporate reporting,including the processes for theappointment and removal of the externalauditor and the rotation of the auditengagement partner:in our Corporate Governance Statementat Section 4.1	an explanation whythat is so in ourCorporateGovernanceStatementat Section 4.1
4.2	The board of a listed entity should, before itapproves the entity's financial statementsfor a financial period, receive from its CEOand CFO a declaration that, in their opinion,the financial records of the entity have beenproperly maintained and that the financialstatements comply with the appropriateaccounting standards and give a true andfair view of the financial position andperformance of the entity and that theopinion has been formed on the basis of asound system of risk management andinternal control which is operatingeffectively.	… the fact that we follow thisrecommendation:in our Corporate Governance Statementat Section 4.2	Not Applicable
4.3	A listed entity that has an AGM shouldensure that its external auditor attends itsAGM and is available to answer questionsfrom security holders relevant to the audit.	… the fact that we follow thisrecommendation: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 for complying withits continuous disclosure obligationsunder the Listing Rules; and(b) disclose that policy or a summary of it.	… our continuous disclosure compliance policy osummary of it:in our Corporate Governance Statementat Section 5.1	Not Applicable

	Corporate Governance Councilrecommendation	We have followed the recommendationin full for the whole of the period above.We have disclosed …	We have NOTfollowed therecommendationin full for thewhole of theperiod above. Wehave disclosed …
	PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide informationabout itself and its governance to investorsvia its website.	… information about us and our governanceon our website:at these locations:http://www.queste.com.au/http://www.queste.com.au/about-ushttp://www.queste.com.au/investorshttp://www.queste.com.au/corporategovernance	Not Applicable
6.2	A listed entity should design and implementan investor relations program to facilitateeffective two-way communication withinvestors.	… the fact that we follow thisrecommendation:in our Corporate Governance Statementat Section 6.2	Not Applicable
6.3	A listed entity should disclose the policiesand processes it has in place to facilitateand encourage participation at meetings ofsecurity holders.	… our policies and processes for facilitatingand encouraging participation at meetingsof security holders:in our Corporate Governance Statementat Section 6.3	Not Applicable
6.4	A listed entity should give security holdersthe option to receive communications from,and send communications to, the entity andits security registry electronically.	… the fact that we follow thisrecommendation:in our Corporate Governance Statementat 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 tooversee risk, each of which:(1) has at least three members, amajority of whom are independentdirectors; and(2) is chaired by an independentdirector,and disclose:(3) the charter of the committee;(4) the members of the committee; and(5) as at the end of each reportingperiod, the number of times thecommittee met throughout theperiod and the individualattendances of the members atthose meetings; or(b) if it does not have a risk committee orcommittees that satisfy (a) above,disclose that fact and the processes itemploys for overseeing the entity's riskmanagement framework.	If the entity complies with paragraph (a):… the fact that we have a committee orcommittees to oversee risk that complywith paragraphs (1) and (2):Not Applicable… and a copy of the charter of the committee:Not Applicable… and the information referred to inparagraphs (4) and (5):Not ApplicableIf the entity complies with paragraph (b):… the fact that we do not have a riskcommittee or committees that satisfy (a)and the processes we employ foroverseeing our risk managementframework:in our Corporate Governance Statementat Section 7.1	an explanation whythat is so in ourCorporateGovernanceStatementat Section 7.1
7.2	The board or a committee of the boardshould:(a) review the entity's risk managementframework at least annually to satisfyitself that it continues to be sound; and(b) disclose, in relation to each reportingperiod, whether such a review hastaken place.	… the fact that we follow thisrecommendation:Not Applicable	an explanation whythat is so in ourCorporateGovernanceStatementat Section 7.1

Corporate Governance Councilrecommendation		We have followed the recommendationin full for the whole of the period above.We have disclosed …	We have NOTfollowed therecommendationin full for thewhole of theperiod above. Wehave disclosed …
7.3	A listed entity should disclose:(a) if it has an internal audit function, howthe function is structured and what roleit performs; or(b) if it does not have an internal auditfunction, that fact and the processes itemploys for evaluating and continuallyimproving the effectiveness of its riskmanagement and internal controlprocesses.	If the entity complies with paragraph (a):… how our internal audit function is structuredand what role it performs:Not ApplicableIf the entity complies with paragraph (b):… the fact that we do not have an internalaudit function and the processes weemploy for evaluating and continuallyimproving the effectiveness of our riskmanagement and internal controlprocesses:in our Corporate Governance Statementat Section 7.3	an explanation whythat is so in ourCorporateGovernanceStatementat Section 7.3
7.4	A listed entity should disclose whether it hasany material exposure to economic,environmental and social sustainability risksand, if it does, how it manages or intends tomanage those risks.	… whether we have any material exposure toeconomic, environmental and socialsustainability risks and, if we do, how wemanage or intend to manage those risks:in our Corporate Governance Statementat Section 7.2	Not Applicable
	PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should:(a) have a remuneration committee which:(1) has at least three members, amajority of whom are independentdirectors; and(2) is chaired by an independentdirector,and disclose:(3) the charter of the committee;(4) the members of the committee; and(5) as at the end of each reportingperiod, the number of times thecommittee met throughout theperiod and the individualattendances of the members atthose meetings; or(b) if it does not have a remunerationcommittee, disclose that fact and theprocesses it employs for setting thelevel and composition of remunerationfor directors and senior executives andensuring that such remuneration isappropriate and not excessive.	If the entity complies with paragraph (a):… the fact that we have a remunerationcommittee 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 inparagraphs (4) and (5):Not ApplicableIf the entity complies with paragraph (b):… the fact that we do not have aremuneration committee and the processeswe employ for setting the level andcomposition of remuneration for directorsand senior executives and ensuring thatsuch remuneration is appropriate and notexcessive:in our Corporate Governance Statementat Section 8.1	an explanation whythat is so in ourCorporateGovernanceStatementat Section 8.1
8.2	A listed entity should separately disclose itspolicies and practices regarding theremuneration of non-executive directorsand the remuneration of executive directorsand other senior executives.	… separately our remuneration policies andpractices regarding the remuneration ofnon-executive directors and theremuneration of executive directors andother senior executives:in our Corporate Governance Statementat Section 8.2in the Remuneration Report withinthe 2017 Annual Report	Not Applicable
8.3	A listed entity which has an equity-basedremuneration scheme should:(a) have a policy on whether participantsare permitted to enter into transactions	… our policy on this issue or a summary of it:in our Corporate Governance Statement	Not Applicable

Corporate Governance Councilrecommendation	We have followed the recommendationin full for the whole of the period above.We have disclosed …	We have NOTfollowed therecommendationin full for thewhole of theperiod above. Wehave disclosed …
(whether through the use of derivativesor otherwise) which limit the economicrisk of participating in the scheme; and(b) disclose that policy or a summary of it.	at Section 8.3and our Share Trading Policy athttp://www.queste.com.au/corporategovernance