QUESTE COMMUNICATIONS LIMITED — Governance Information 2021

Oct 17, 2021

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

QUESTE COMMUNICATIONS LTD (ASX:QUE)

58 081 688 164 30 June 2021

ABN/ARBN Financial year ended:

Our Corporate Governance Statement1 (CGS) for the period above can be found at:2

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 18 October 2021 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.3

Date: 18 October 2021

Name of Authorised Officer authorising lodgement:

Victor Ho Executive Director and Company Secretary

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

See notes 4 and 5 below for further instructions on how to complete this form.

1 "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.

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 Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council's recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

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

3 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

	CorporateGovernanceCouncilrecommendation	Where a box below is ticked,4 we havefollowed the recommendation in full forthe whole of the period above. We havedisclosedthisinourCorporateGovernance Statement:	Where a box below isticked, we have NOTfollowedtherecommendationinfull for the whole ofthe period above. Ourreasons for not doingso are:5
		PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose aboard charter setting out:(a)therolesandrespectiveresponsibilitiesofitsboardandmanagement; and(b)those matters expressly reserved tothe board and those delegated tomanagement.	AssetoutinourCorporateGovernance Statement (CGS)at Sections 1.1, 1.1.1 and 1.1.2and we have disclosed a copy of our BoardCharter at:http://www.queste.com.au/corporategovernance	Not Applicable
1.2	A listed entity should:(a)undertake appropriate checks beforeappointingdirectorsenioraorexecutive or putting someone forwardfor election as a director; and(b)provide security holders with allmaterial information in its possessionrelevant to a decision on whether ornot to elect or re-elect a director.	at Section 1.2 of CGS	Not Applicable
1.3	A listed entity should have a writtenagreement with each director and seniorexecutive setting out the terms of theirappointment.	Not Applicable	at Section 1.3 ofCGS
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.	at Section 1.4 of CGS	Not Applicable
1.5	A listed entity should:(a)have and disclose a diversity policy;(b)through its board or a committee ofthe board set measurable objectivesfor achieving gender diversity in thecomposition ofboard, senioritsexecutives and workforce generally;and(c)disclose in relation to each reportingperiod:(1)the measurable objectives setfor that period to achievegender diversity;(2)the entity's progress towardsachieving those objectives; and(3)either:(A)the respective proportionsof men and women on theboard, in senior executivepositions and across the	We have disclosed a copy of our DiversityPolicy at:http://www.queste.com.au/corporategovernance	at Section 1.5 ofCGS

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with "insert location" underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert "our corporate governance statement". If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg "pages 10-12 of our annual report"). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg "www.entityname.com.au/corporate governance/charters/").

5 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

	CorporateGovernanceCouncilrecommendation	Where a box below is ticked,4 we havefollowed the recommendation in full forthe whole of the period above. We havedisclosedthisinourCorporateGovernance Statement:	Where a box below isticked, we have NOTfollowedtherecommendationinfull for the whole ofthe period above. Ourreasons for not doingso are:5
	wholeworkforce(including how the entityhasdefined"seniorforexecutive"thesepurposes); or(B)if the entity is a "relevantemployer"undertheWorkplaceGenderEquality Act, the entity's"GendermostrecentEqualityIndicators",asdefined in and publishedunder that Act.If the entity was in the S&P / ASX 300 Indexat the commencement of the reportingperiod,themeasurableobjectiveforachievinggenderdiversitytheincomposition of its board should be to havenot less than 30% of its directors of eachgender within a specified period.
1.6	A listed entity should:(a)have and disclose a process forperiodicallyevaluatingtheperformanceoftheboard,itscommittees and individual directors;anddisclose for each reporting period(b)whether a performance evaluationhas been undertaken in accordancewith that process during or in respectof that period.	We have disclosed the evaluationprocess referred to in paragraph (a)andwhetheraperformanceevaluation was undertaken for thereporting period in accordance withthat process at:Section 1.6 of CGS	Refer also Section 1.6 ofCGS
1.7	A listed entity should:(a)have and disclose a process forevaluating the performance of itssenior executives at least once everyreporting period; and(b)disclose for each reporting periodwhether a performance evaluationhas been undertaken in accordancewith that process during or in respectof that period.	We have disclosed the evaluationprocess referred to in paragraph (a)andwhetheraperformanceevaluation was undertaken for thereporting period in accordance withthat process at:Section 1.7 of CGS	Refer also Section 1.7 ofCGS

	CorporateGovernanceCouncilrecommendation	Where a box below is ticked,4 we havefollowed the recommendation in full forthe whole of the period above. We havedisclosedthisinourCorporateGovernance Statement:	Where a box below isticked, we have NOTfollowedtherecommendationinfull for the whole ofthe period above. Ourreasons for not doingso are:5
	PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should:(a)have a nomination committee which:(1)has at least three members, aofwhommajorityareindependent directors; 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 theperiodandtheindividualattendances 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 balanceofskills,knowledge,experience,independence and diversity to enableitdischargeitsdutiesandtoresponsibilities effectively.	If the entity complies with paragraph (a):Not Applicableand we have disclosed a copy of the charterof the committee at:Not Applicableand the information referred to in paragraphs(4) and (5) at:Not ApplicableIf the entity complies with paragraph (b):at Sections 2.2. 2.3, 1.5 of CGS	at Section 2.2 ofCGS
2.2	A listed entity should have and disclose aboard skills matrix setting out the mix ofskills that the board currently has or islooking to achieve in its membership.	We have disclosed our Board SkillsMatrix at:Section 2.3 of CGS	Not Applicable
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,affiliation or relationship of the typedescribed in Box 2.3 but the board isof the opinion that it does notcompromise the independence of thedirector, the nature of the interest,position or relationship in questionand an explanation of why the boardis of that opinion; and(c)the length of service of each director.	We have disclosed the names of the directorsconsidered by the board to be independentdirectors at:Not Applicableand, where applicable, the informationreferred to in paragraph (b) at:Not Applicableand the length of service of eachdirector at:Sections 1.3, 2.4, 2.5, 2.6 of CGS	at Section 2.7 ofCGS
2.4	A majority of the board of a listed entityshould be independent directors.	Not Applicable	at Section 2.7 ofCGS
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.	Not Applicable	at Sections 2.4,2.7 of CGS
2.6	A listed entity should have a program forinducting new directors and for periodicallyreviewing whether there is a need forexisting directors to undertake professionaldevelopment to maintain the skills and	at Section 2.8 of CGS	Not Applicable

	CorporateGovernanceCouncilrecommendation	Where a box below is ticked,4 we havefollowed the recommendation in full forthe whole of the period above. We havedisclosedthisinourCorporateGovernance Statement:	Where a box below isticked, we have NOTfollowedtherecommendationinfull for the whole ofthe period above. Ourreasons for not doingso are:5
	knowledge needed to perform their role asdirectors effectively.
		PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and discloseits values.	At Section 3.1 of CGSand we have disclosed our Statement ofValues at:http://www.queste.com.au/corporategovernance	Not Applicable
3.2	A listed entity should:(a)have and disclose a code of conductfor its directors, senior executives andemployees; and(b)ensure that the board or a committeeof the board is informed of anymaterial breaches of that code.	at Section 3.1 of CGSand we have disclosed our Code of Conductat:http://www.queste.com.au/corporategovernance	Not Applicable
3.3	A listed entity should:(a)have and disclose a whistleblowerpolicy; and(b)ensure that the board or a committeeof the board is informed of anymaterial incidents reported under thatpolicy.	at Section 3.3 of CGSand we have disclosed our WhistleblowerPolicy at:http://www.queste.com.au/corporategovernance	Not Applicable
3.4	A listed entity should:(a)have and disclose an anti-bribery andcorruption policy; and(b)ensure that the board or committee ofthe board is informed of any materialbreaches of that policy.	at Section 3.4 of CGSand we have disclosed our Anti-Bribery andAnti-Corruption Policy at:http://www.queste.com.au/corporategovernance	Not Applicable

	Corporaterecommendation		GovernanceCouncil	Where a box below is ticked,4 we havefollowed the recommendation in full forthe whole of the period above. We havedisclosedthisinourCorporateGovernance Statement:	Where a box below isticked, we have NOTfollowedtherecommendationinfull for the whole ofthe period above. Ourreasons for not doingso are:5
			PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	(a)(b)	(1)(2)(3)(4)(5)	The board of a listed entity should:have an audit committee which:has at least three members, allof whom arenon-executivedirectors and a majority ofwhomindependentaredirectors; andis chaired by an independentdirector, who is not the chair ofthe board,and disclose:the charter of the committee;the relevant qualifications andexperience of the members ofthe committee; andin relation to each reportingperiod, the number of times thecommittee met throughout theperiodandtheindividualattendances of the members atthose meetings; orif it does not have an audit committee,disclose that fact and the processes itemploys that independently verify and	If the entity complies with paragraph (a):Not Applicableand we have disclosed a copy of the charterof the committee at:and the information referred to in paragraphs(4) and (5) at:Not ApplicableIf the entity complies with paragraph (b):at Section 4.1 of CGS	at Section 4.1 ofCGS
4.2			safeguard the integrity of its corporatereporting, including the processes forthe appointment and removal of theexternal auditor and the rotation ofthe audit engagement partner.
	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 andinternalcontrolwhichisoperatingeffectively.			at Section 4.2 of CGS	Not Applicable
4.3			A listed entity should disclose its process toverify the integrity of any periodic corporatereport it releases to the market that is notaudited or reviewed by an external auditor.	at Section 4.4 of CGS	Not Applicable
	PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1		listing rule 3.1.	A listed entity should have and disclose awritten policy for complying withcontinuous disclosure obligations under	at Section 5.1 of CGSitsand we have disclosed a copy of ourContinuous Disclosure Policy at:http://www.queste.com.au/corporategovernance	Not Applicable
5.2		been made.	A listed entity should ensure that its boardreceives copies of all material marketannouncements promptly after they have	at Section 5.2 of CGS	Not Applicable

					Where a box below isticked, we have NOTfollowedthe
	Corporate	Governancerecommendation	Council	Where a box below is ticked,4 we havefollowed the recommendation in full forthe whole of the period above. We havedisclosedthisinourCorporateGovernance Statement:	recommendationinfull for the whole ofthe period above. Ourreasons for not doingso are:5
5.3	A listed entity that gives a new andsubstantive investor or analyst presentationshould release a copy of the presentationmaterialstheMarketASXonAnnouncements Platform ahead of thepresentation.			at Section 5.3 of CGS	Not Applicable
		PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide informationabout itself and its governance to investorsvia its website.			at Section 6.1 of CGSand we have disclosed information about usand our governance on our website at: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 have an investorrelations program that facilitates effectivetwo-way communication with investors.			at Section 6.2 of CGS	Not Applicable
6.3	A listed entity should disclose how itfacilitates and encourages participation atmeetings of security holders.			at Sections 6.3, 6.4 of CGS	Not Applicable
6.4	A listed entity should ensure that allsubstantive resolutions at a meeting ofsecurity holders are decided by a poll ratherthan by a show of hands.			at Section 6.5 of CGS	Not Applicable
6.5		A listed entity should give security holdersthe option to receive communications from,and send communications to, the entity andits security registry electronically.		at Section 6.6 of CGS	Not Applicable
		PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	(a)	The board of a listed entity should:have a committee or committees tooversee risk, each of which:(1)	has at least three members, a	If the entity complies with paragraph (a):Not Applicableand we have disclosed a copy of the charterof the committee at:	at Section 7.1 ofCGS
	(b)	ofmajorityindependent directors; and(2)director,and disclose:(3)(4)and(5)periodandthose meetings; orif it does not have a risk committee or	whomareis chaired by an independentthe charter of the committee;the members of the committee;as at the end of each reportingperiod, the number of times thecommittee met throughout thetheindividualattendances of the members at	Not Applicableand the information referred to in paragraphs(4) and (5) at:Not ApplicableIf the entity complies with paragraph (b):at Section 7.1 of CGS
		committees that satisfy (a) above,disclose that fact and the processes itemploys for overseeing the entity'srisk management framework.

	CorporateGovernanceCouncilrecommendation	Where a box below is ticked,4 we havefollowed the recommendation in full forthe whole of the period above. We havedisclosedthisinourCorporateGovernance Statement:	Where a box below isticked, we have NOTfollowedtherecommendationinfull for the whole ofthe period above. Ourreasons for not doingso are:5
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 andthat the entity is operating with dueregard to the risk appetite set by theboard; and(b)disclose, in relation to each reportingperiod, whether such a review hastaken place.	We have disclosed whether a reviewof the entity's risk managementframework was undertaken duringthe reporting period at:at Section 7.2 of CGS	Refer also Section 7.2 ofCGS
7.3	A listed entity should disclose:(a)if it has an internal audit function, howthe function is structured and whatrole it performs; or(b)if it does not have an internal auditfunction, that fact and the processesitemploysforevaluatingandcontinuallytheimprovingeffectiveness of its governance, riskmanagement and internal controlprocesses.	If the entity complies with paragraph (a):Not Applicableand we have disclosed how our internal auditfunction is structured and what role itperforms at:Not ApplicableIf the entity complies with paragraph (b):at Section 7.3 of CGS	at Section 7.3 ofCGS
7.4	A listed entity should disclose whether it hasany material exposure to environmental orsocial risks and, if it does, how it managesor intends to manage those risks.	We have disclosed whether we haveanymaterialexposuretoenvironmental and social risks at:Section 7.4 of CGSand in the Environmental Regulationsection of the Directors' Report withinthe 2021 Annual Reportand, if we do, how we manage or intend tomanage those risks at:Section 7.4 of CGS	Not Applicable

	CorporateGovernanceCouncilrecommendation	Where a box below is ticked,4 we havefollowed the recommendation in full forthe whole of the period above. We havedisclosedthisinourCorporateGovernance Statement:	Where a box below isticked, we have NOTfollowedtherecommendationinfull for the whole ofthe period above. Ourreasons for not doingso are:5
	PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should:(a)haveremunerationcommitteeawhich:(1)has at least three members, aofwhommajorityareindependent directors; 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 theperiodandtheindividualattendances of the members atthose meetings; or(b)if it does not have a remunerationcommittee, disclose that fact and theprocesses it employs for setting the	If the entity complies with paragraph (a):Not Applicableand the information referred to in paragraphs(4) and (5) at:Not ApplicableIf the entity complies with paragraph (b):at Section 8.1 of CGS	at Section 8.1 ofCGS
8.2	level and composition of remunerationfor directors and senior executivesand ensuring that such remunerationis appropriate and not excessive.A listed entity should separately disclose its		Not Applicable
	policiesandregardingthepracticesremuneration of non-executive directorsand the remuneration of executive directorsand other senior executives.	We have disclosed separately ourremuneration policies and practicesregarding the remuneration of nonexecutivedirectorsandtheremuneration of executive directorsand other senior executives at:Section 8.2 of CGSand in the Remuneration Reportwithin the 2021 Annual Report
8.3	A listed entity which has an equity-basedremuneration scheme should:(a)have a policy on whether participantspermittedintotoenteraretransactions (whether through the useof derivatives or otherwise) whichlimit the economic risk of participatingin the scheme; and(b)disclose that policy or a summary ofit.	We have disclosed our policy on thisissue or a summary of it at:Section 8.3 of CGSand Share Trading Policy at:http://www.queste.com.au/corporategovernance	Not Applicable
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does notspeak the language in which board orsecurity holder meetings are held or keycorporate documents are written shoulddisclose the processes it has in place toensure the director understands and cancontribute to the discussions at thosemeetingsandunderstandsandcandischarge their obligations in relation tothose documents.	Not Applicable	Not Applicable

CorporateGovernanceCouncilrecommendation		Where a box below is ticked,4 we havefollowed the recommendation in full forthe whole of the period above. We havedisclosedthisinourCorporateGovernance Statement:	Where a box below isticked, we have NOTfollowedtherecommendationinfull for the whole ofthe period above. Ourreasons for not doingso are:5
9.2	A listed entity established outside Australiashould ensure that meetings of securityholders are held at a reasonable place andtime.	Not Applicable	Not Applicable
9.3	A listed entity established outside Australia,and an externally managed listed entity thathas an AGM, should ensure that its externalauditor attends its AGM and is available toanswer questions from security holdersrelevant to the audit.	Not Applicable	Not Applicable