RANGE INTERNATIONAL LIMITED — Governance Information 2016

Jul 20, 2016

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CORPORATE GOVERNANCE DISCLOSURES

CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	COMMENT
PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	The Board has adopted a written charter to provide a framework for the effective operation of the Board, which sets out:  the composition, role and responsibilities of the Board, including that the Board is responsible for:  approving and monitoring the Company's strategy, business performance objectives and financial performance objectives;  overseeing and monitoring the establishment of systems of risk management and systems of internal controls; and  monitoring compliance with legal and regulatory requirements, ethical standards and external commitments and, generally, safeguarding the reputation of the Company.  specific responsibilities expressly reserved for the Board (with all other matters being delegated to the Managing Director);  the responsibilities of the Managing Director and management;  the roles and responsibilities of the Chairman and the Company Secretary;  the ability of the Directors to seek independent advice; and  the process for periodic performance evaluations of the Board, each Director and Board committees.
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 Company will comply with this Recommendation with the assistance of its Remuneration and Nomination Committee (see 2.1 below). The Company’s Prospectus disclosed all material information in the Company’s possession relating to the Directors.
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Each Director entered into an Appointment Letter with the Company setting out the terms of their appointment. Each member of the Senior Management team and each Executive Director has entered into a written employment contract with the Company or one of its group companies setting out the terms of their employment.

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CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	COMMENT
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 Company's Board Charter provides that the Company Secretary is accountable to the Board, through the Chairman, on all matters to do with the proper functioning of the Board.
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’s most recent “Gender Equality Indicators”, as defined in and published under that Act.	The Board has adopted a Diversity and Inclusion Policy which sets out Range's commitment to recognising the importance of diversity and inclusion for its business. The Policy includes requirements for the Board to:  annually set measurable objectives for achieving gender diversity and, where appropriate, other aspects of diversity (theDiversity Objectives);  annually assess both the Diversity Objectives and Range's progress in achieving them. The Diversity Objectives and Range's progress in achieving them will be disclosed in the Company's Annual Corporate Governance Statement along with 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). A copy of the Diversity and Inclusion Policy will be available on the Company's website.
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 Company's Board Charter provides that the Board will evaluate, at least annually, the performance of:  the Board;  each Director; and  each Board Committee (currently, the Company has a Remuneration and Nomination Committee and an Audit and Risk Committee). All evaluations will have regard to the collective nature of Board work and the operation of the governance processes established by the Company. The Board will consider the outcome of the evaluation of those Directors who are seeking election or re-election at an annual general meeting in considering whether to recommend those Directors for election or re-election.

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CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	COMMENT
		Under the Remuneration and Nomination Committee Charter, the Remuneration and Nomination Committee is responsible for assisting the Board to assess Board performance, and the performance of Board committees and individual Directors as well as to review and provide recommendations to the Board concerning the election or re-election of persons as Directors. The Company will disclose in its Annual Corporate Governance Statement the process for evaluating Board, Board Committee and Director performance and will, in relation to each reporting period, disclose whether a performance evaluation was undertaken in the reporting period in accordance with the evaluation process.
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 Remuneration and Nomination Committee Charter provides that the responsibilities of the Committee include overseeing the processes for the performance evaluation of the executives reporting to the Managing Director and reviewing the results of that performance evaluation process. The Company will disclose, in its Annual Corporate Governance Statement, the process for evaluating the performance of executives and whether a performance evaluation was undertaken for executives in the reporting period in accordance with that process.
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.	The Board has established the Remuneration and Nomination Committee. The Remuneration and Nomination Committee comprises two independent Directors, namely Mark Daniel (Chairman) and Bill Koeck, both of whom are Non-Executive Directors. The Board considers that the Remuneration and Nomination Committee, notwithstanding that it does not have at least three members, is of sufficient size and independence to discharge its mandate effectively. The Board believes that the current composition of the Remuneration and Nomination Committee and the independence of its members is appropriate to ensure a rigorous and transparent process for the appointment and re-appointment of Directors and to provide recommendations as to the suitable balance of skills, knowledge, experience, independence and diversity of the Board. A copy of the Remuneration and Nomination Committee Charter will be available on the Company's website. The Company will disclose, in its annual report, details of the Remuneration and Nomination Committee meetings including the number of meetings held and the individual attendances of members at those meetings.
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	The Remuneration and Nomination Committee Charter provides that the responsibilities of the Committee include reviewing,assessingand recommendingto the Board,the desirable

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CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	COMMENT
	looking to achieve in its membership.	competencies of Board members in line with the Company's board skills matrix, which sets out the skills and diversity that the Board currently has and seeks to achieve in its membership Details in relation to the Board's skills matrix will be disclosed in the Company's Annual Corporate Governance Statement.
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 Board comprises five Directors including one Managing Director:  Stewart Hall;  Matthew Darby;  Lars Amstrup (Managing Director);  Mark Daniel; and  Bill Koeck. The Board considers an independent Director to be a Non-Executive Director who is free of any interest, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect, his or her capacity to bring an independent judgment to bear on issues before the Board and to act in the best interests of the Company. The materiality of the interest, position, association or relationship will be assessed to determine whether it might interfere, or might reasonably be seen to interfere with the Director's characterisation as an independent Director. In assessing independence, the Board will have regard to the factors set out in the ASX Recommendations and one of those factors is whether a Director has a substantial holding in the Company (a relevant interest of 5% or more) or is otherwise associated with a substantial holder. On this basis, both Mark Daniel and Bill Koeck are considered independent Directors. In accordance with the Company's Board Charter, the independence of Directors will be assessed annually, or as soon as practicable after there is a change in circumstances in respect of a Director which may affect their independence. Details of the length of service of each Director will be included in the Company's annual report.
2.4	A majority of the board of a listed entity should be independent directors.	As noted above, both Mark Daniel and Bill Koeck are considered independent Directors. Matthew Darby, Stewart Hall and Lars Amstrup have an interest that may affect each of their characterisation as an Independent Director. Consequently, a majority of the directors are not independent directors (rather, two out of five of the Directors are independent). The Board considers that the composition of the Board without an independent Director majority is appropriategiven the size of the companyand the nature of thepallet industry. The Board

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CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	COMMENT
		has formed the view that the individuals on the Board hold particular skills, industry knowledge and expertise that enable them to make decisions that reflect the best interests of the Company and its Shareholders.
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.	Stewart Hall is the Executive Chairman of the Company and Lars Amstrup is the Managing Director. The Board considers that whilst being an executive member of the Board and having a relevant interest of approximately 5% in the Company, Stewart Hall is an appropriate chairman given his extensive leadership experience, connections and knowledge of the Indonesian market. Furthermore, the Board considers that following Completion of the Offer the interest that Stewart has in the Company's shares (through Etonhurst Capital Limited) works to align his interests with those of other Shareholders and does not impede his ability to bring an independent judgment to bear on issues before the Board and act in the best interests of the Company.
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 Company's Board Charter provides that new Directors will be provided with an induction programme to assist them in becoming familiar with the Company, its managers and its business following their appointment. Directors may, with the approval of the Chairman, undertake appropriate professional development opportunities (at the expense of the Company) to maintain their skills and knowledge needed to perform their role.
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.	The Company is committed to promoting and protecting the Company's reputation and ensuring all Directors, executives and employees act ethically and responsibly. Accordingly, the Board has approved the adoption by the Company of a formal Code of Conduct which outlines how Range expects its employees to behave and conduct business in the workplace. The Code of Conduct applies to all employees, regardless of employment status or work location. In addition, the Directors, in the Board Charter have committed to abiding by the Code of Conduct as it applies to the Board. The Code of Conduct will be available on the Company's website.
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 byan independent director,who is not the chair	The Board has established the Audit and Risk Committee. The Audit and Risk Committee comprises two independent Non-Executive Directors, namely Bill Koeck (Chairman) and Mark Daniel. The Board considers that the Audit and Risk Committee, notwithstanding that it does not have at least three members, is of sufficient size and independence, and that its members between them have the accountingand financial expertise and a sufficient understandingof the industryin

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CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	COMMENT
	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.	which the Company operates, to be able to discharge the Committee’s mandate effectively. The Board believes that the composition of the Audit and Risk Committee will enable the Committee to act as an efficient and effective mechanism to bring the transparency, focus and independent judgement needed to oversee the corporate reporting process. The Audit and Risk Committee Charter requires that members of the Committee, between them, have financial and accounting experience, technical knowledge and an understanding of the industries in which the Company operates. A copy of the Audit and Risk Committee Charter will be available on the Company's website. Details of the number of Audit and Risk Committee meetings and the attendances at those meetings, along with the relevant qualifications and experience of members, will be disclosed in the Company's annual report.
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 Company will comply with this Recommendation.
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 Company will comply with this Recommendation.
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	The Company has adopted a Continuous Disclosure Policy to ensure that the Company's employees are aware of its obligations to disclose information in accordance with the continuous disclosure requirements of the ASX Listing Rules. The Continuous Disclosure Policy establishes procedures for identifying and assessing information for disclosure to the ASX in accordance with the Company's continuous disclosure obligations and sets out procedures to ensure that the Company complies with those continuous disclosure obligations. A copy of the Continuous Disclosure Policy will be available at the Company's website.
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS

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CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	COMMENT
6.1	A listed entity should provide information about itself and its governance to investors via its website.	The Company will establish an investor relations section of its website to provide information about itself and its governance to its investors.
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	The Company will design and implement an investor relations program.
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.	The Company will disclose in its Annual Corporate Governance Statement the polices and processes it has in place to facilitate and encourage participation at meetings of shareholders.
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 Company will give shareholders the option to receive communication from, and send communications to, the Company and its share register electronically.
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.	The Board has established the Audit and Risk Committee. The Audit and Risk Committee’s Charter provides that the Committee is responsible for overseeing risk management and compliance. Please refer to the comment for Recommendation 4.1 above.
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 Board, with the assistance of the Audit and Risk Committee, will review the Company's risk management framework annually and disclose, in relation to each reporting period, whether such a review has taken place.

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CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	COMMENT
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	Given its size, the Company does not currently have a separate internal audit function. Details of the processes it employs for evaluating and continually improving the effectiveness of its risk management internal control processes will be disclosed in the Company's Annual Corporate Governance Statement.
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.	The Company will disclose in its Annual Corporate Governance Statement whether it has a material exposure to economic, environmental and social sustainability risk and, if it does, how it manages or intends to manage those risks.
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met 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.	The Remuneration and Nomination Committee's role is to review and make recommendations to the Board on remuneration packages and policies related to the Directors and senior management and to ensure that the remuneration policies and practices are consistent with the strategic goals of the Board. Please see 2.1 above.
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.	The Company will separately disclose its policies and practices regarding the remuneration of Non-Executive Directors and the remuneration of the Company's Executive Directors and other senior executives in its Annual Remuneration Report.
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	The Company has adopted a Securities Trading Policy (a copy of which will be disclosed on the ASX Market Announcements Platform) which is available on the Company’s website. Under that policy, certain of the Company's employees (which includes its senior managers)

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CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	CORPORATE GOVERNANCE COUNCIL RECOMMENDATION	COMMENT
	otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	must not engage in transactions designed to hedge their exposure to Company Securities.

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