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RAPTOR METALS LTD — Governance Information 2021
Nov 4, 2021
65663_rns_2021-11-04_8124e28f-7f50-4a3a-ba55-d1b1b6001938.pdf
Governance Information
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Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Name of entity
| EASTERN METALS LIMITED | ||||
|---|---|---|---|---|
| ABN/ARBNFinancial year ended: | ||||
| ABN 29 643 902 943 | 30 June 2021 | |||
| Our corporate governance statement1for the period above can be found at:2 | ||||
| ☐ | These pages of our annual report: | |||
| The Company's Corporate Governance Statement (CGS) isavailable for members to download and access from: | ||||
| • Section 11 of the Company's Prospectus dated 18 August☒This URL on our website:2021. Refer https://easternmetals.com.au/prospectus/; and• Released 22 October 2021 – seehttps://easternmetals.com.au/investors/asx-announcements/ | ||||
| The Corporate Governance Statement is accurate and up to date as at 18 August 2021 and has been approved |
by the board.
The annexure includes a key to where our corporate governance disclosures can be located.3
| Date: | 5 November 2021 |
|---|---|
| Name of authorised officer |
authorising lodgement: Ian Morgan
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
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||
| 1.1 | A listed entity should have and disclose a board charter settingout:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management. | ☒and we have disclosed a copy of our board charterat:https://easternmetals.com.au/company/corporategovernance/ | ☐set outin our Corporate Governance Statement OR☐we arean externally managed entity and this recommendationis therefore not applicable |
| 1.2 | A listed entity should:(a)undertake appropriate checks before appointing a director orsenior executive or putting someone forward for election asa director; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director. | ☒ | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 1.3 | A listed entity should have a written agreement with each directorand senior executive setting out the terms of their appointment. | ☒ | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 1.4 | The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters to do withthe proper functioning of the board. | ☒ | ☐set outin our Corporate GovernanceStatement OR☐weare an externally managed entity and this recommendationis therefore not applicable |
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.
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| 1.5 | A listed entity should:(a)have and disclose a diversity policy;(b)through its board or a committee of the boardsetmeasurable objectives for achieving gender diversity in thecomposition of its board, senior executives and workforcegenerally;and(c)disclose in relation to each reporting period:(1)the measurable objectives set forthat period toachievegender diversity;(2)the entity's progress towards achieving thoseobjectives;and(3)either:(A)the respective proportions of men and womenon the board, in senior executive positions andacross the whole workforce (including how theentity has defined "senior executive" for thesepurposes); or(B)if the entity is a "relevant employer" under theWorkplace Gender Equality Act, the entity'smost recent "Gender Equality Indicators", asdefined in and published under that Act.If the entity was in the S&P/ASX 300 Index at thecommencement of the reporting period, the measurable objectivefor achieving gender diversity in the composition of its boardshould be to have not less than 30% of its directors of eachgender within a specified period. | ☒and we have disclosed a copy of our diversity policy at:https://easternmetals.com.au/company/corporategovernance/and we have disclosed the information referred to in paragraph (c)at:……………………………………………………………………………[insert location]and if we were included in the S&P/ASX 300 Index at thecommencement of the reporting period our measurable objective forachieving gender diversity in the composition of its board of not lessthan 30% of its directors of each gender within a specified period. | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 1.6 | A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; and(b)disclosefor each reporting period whether aperformanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period. | ☐and we have disclosed the evaluationprocess referred to inparagraph (a) at:……………………………………………………………………………[insert location]and whether a performance evaluation was undertaken for thereporting period in accordance with that process at:……………………………………………………………………………[insert location] | ☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| 1.7 | A listed entity should:(a)have and disclose a process for evaluating the performanceof its senior executivesat least once every reporting period;and(b)disclosefor each reporting period whether a performanceevaluation has been undertakenin accordance with thatprocessduring or in respect of that period. | ☐and we have disclosed the evaluationprocess referred to inparagraph (a) at:……………………………………………………………………………[insert location]and whether a performance evaluation was undertaken for thereporting period in accordance with that process at:……………………………………………………………………………[insert location] | ☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so 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, a majority of whom areindependent 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a nomination committee, disclose thatfact and the processes it employs to address boardsuccession issues and to ensure that the board has theappropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge itsduties and responsibilities effectively. | ☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5) at:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact thatwe do not have a nominationcommittee and the processes we employ to address boardsuccession issues and to ensure that the board has the appropriatebalance of skills, knowledge, experience, independence anddiversity to enable it to discharge its dutiesand responsibilitieseffectively at:……………………………………………………………………………[insert location] | ☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 2.2 | A listed entity should have and disclose a board skills matrixsetting out the mix of skills that the board currently has or islooking to achieve in its membership. | ☐and we have disclosed our boardskills matrix at:……………………………………………………………………………[insert location] | ☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 2.3 | A listed entity should disclose:(a)the names of the directors considered by the board to beindependent directors;(b)if a director has an interest, position, affiliation orrelationship of the type described in Box2.3 but the boardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,positionor relationship in question and an explanation ofwhy the board is of that opinion; and(c)the length of service of each director. | ☒and we have disclosed the names of the directors considered by theboard to be independentdirectors at:https://easternmetals.com.au/prospectus/.and, whereapplicable, the information referred to in paragraph (b) at:https://easternmetals.com.au/prospectus/.and the length ofservice of each director at:https://easternmetals.com.au/prospectus/. | ☐set outin our Corporate Governance Statement |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| 2.4 | A majority of the board of a listed entity should be independentdirectors. | ☐ | ☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 2.5 | The chair of the board of a listed entity should be anindependent director and, in particular, should not be the sameperson as the CEO of the entity. | ☐ | ☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 2.6 | A listed entity should have a program for inducting newdirectors and for periodically reviewing whether there is a needfor existing directors to undertake professional development tomaintain the skills and knowledge needed to perform their roleas directors effectively. | ☒ | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| PRINCIPLE 3 – | INSTIL A CULTUREOF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY | ||
| 3.1 | A listed entity should articulate and disclose its values. | ☒and we have disclosed our values at:https://easternmetals.com.au/company/corporategovernance/ | ☐set outin our Corporate Governance Statement |
| 3.2 | A listed entity should:(a)have and disclose a code of conduct for its directors,senior executives and employees; and(b)ensure that the boardor a committee of the boardisinformed ofany material breachesofthat code. | ☒and we have disclosed our codeof conduct at:https://easternmetals.com.au/company/corporategovernance/ | ☐set outin our Corporate Governance Statement |
| 3.3 | A listed entity should:(a)have and disclose a whistleblower policy; and(b)ensure that the board or a committee of the board isinformed of any material incidents reported under thatpolicy. | ☒and we have disclosed our whistleblower policy at:https://easternmetals.com.au/company/corporategovernance/ | ☐set outin our Corporate Governance Statement |
| 3.4 | A listed entity should:(a)have and disclose an anti-bribery and corruption policy;and(b)ensure that the board or committee of theboard isinformed of any material breaches of that policy. | ☒and we have disclosed our anti-bribery and corruption policy at:https://easternmetals.com.au/company/corporategovernance/ | ☐set outin our Corporate Governance Statement |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | ||
|---|---|---|---|---|
| PRINCIPLE 4 – | SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS | |||
| 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 nonexecutive directors and a majority of whom areindependent directors; and(2)is chaired by an independent director, who is notthe chair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience of themembers of the committee; and(5)in relation to each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verifyand safeguard the integrity of its corporate reporting,including the processes for the appointment and removalof the external auditor and the rotation of the auditengagement partner. | ☒[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:https://easternmetals.com.au/company/corporategovernance/and the information referred to in paragraphs (4) and (5) at:https://easternmetals.com.au/investors/financialreports/[If the entity complieswith paragraph (b):]and we have disclosed the fact that we do not have an auditcommitteeand the processes we employ that independently verifyand safeguard the integrity of our corporate reporting, including theprocesses for the appointment and removal of the external auditorand the rotation of the audit engagementpartner at:……………………………………………………………………………[insert location] | ☐set outin our Corporate Governance Statement | |
| 4.2 | The board of a listed entity should, before it approves theentity's financial statements for a financial period, receive fromits CEO and CFO a declaration that, in their opinion, thefinancial records of the entity have been properly maintainedand that the financial statements comply with the appropriateaccounting standards and give a true and fair view of thefinancial position and performanceof the entity and that theopinion has been formed on the basis of a sound system of riskmanagement and internal control which is operating effectively. | ☒ | ☐set outin our Corporate Governance Statement | |
| 4.3 | A listed entity should disclose its process to verify the integrityof anyperiodiccorporate report it releases to the marketthat isnot audited or reviewed by an external auditor. | ☒ | ☐set outin our Corporate Governance Statement |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| PRINCIPLE 5 – | MAKE TIMELY AND BALANCED DISCLOSURE | ||
| 5.1 | A listed entity shouldhave and disclose a written policy forcomplying with its continuous disclosure obligations underlisting rule3.1. | ☒and we have disclosed our continuous disclosure compliance policyat:https://easternmetals.com.au/company/corporategovernance/ | ☐set outin our Corporate Governance Statement |
| 5.2 | A listed entity should ensure that its board receives copies of allmaterial market announcements promptly after they have beenmade. | ☒ | ☐set outin our Corporate Governance Statement |
| 5.3 | A listed entity that gives anewand substantiveinvestor oranalyst presentation should release a copy of the presentationmaterials on the ASX Market Announcements Platform aheadof the presentation. | ☒ | ☐set outin our Corporate Governance Statement |
| PRINCIPLE 6 – | RESPECT THE RIGHTS OF SECURITY HOLDERS | ||
| 6.1 | A listed entity should provide information about itself and itsgovernance to investors via its website. | ☒and we have disclosed information about us and our governance onour website at:https://easternmetals.com.au/company/corporategovernance/ | ☐set outin our Corporate Governance Statement |
| 6.2 | A listed entity should have an investor relations program thatfacilitates effective two-way communication with investors. | ☒ | ☐set outin our Corporate Governance Statement |
| 6.3 | A listed entity should disclose how it facilitatesand encouragesparticipation at meetings of security holders. | ☒and we have disclosed how we facilitate and encourage participationat meetings of security holdersat:https://easternmetals.com.au/company/corporategovernance/ | ☐set outin our Corporate Governance Statement |
| 6.4 | A listed entity should ensure that all substantive resolutions at ameeting of security holders are decided by a poll rather than bya show of hands. | ☒ | ☐set outin our Corporate Governance Statement |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| 6.5 | A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically. | ☒ | ☐set outin our Corporate Governance Statement |
| 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 ofwhich:(1)has at least three members, a majority of whom areindependent 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a risk committee or committees thatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework. | ☒[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committee at:https://easternmetals.com.au/company/corporategovernance/and the information referred to in paragraphs (4) and (5) at:https://easternmetals.com.au/investors/financialreports/[If the entity complies withparagraph (b):]andwe have disclosedthe fact that we do not have a risk committeeor committees that satisfy (a) and the processes we employ foroverseeing our risk management framework at:……………………………………………………………………………[insert location] | ☐set outin our Corporate Governance Statement |
| 7.2 | The board or a committee of the board should:(a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be sound andthat the entity is operating with due regard tothe riskappetite set by the board; and | ☐and we have disclosed whethera review of the entity's riskmanagement framework was undertaken during the reporting periodat:…………………………………………………………………………… | ☒set outin our Corporate Governance Statement |
| (b)disclose, in relation to each reporting period, whethersuch a review has taken place. | [insert location] |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |
|---|---|---|---|
| 7.3 | A listed entity should disclose:(a)if it has an internal audit function, how the function isstructured and what role it performs; or(b)if it does not have an internal audit function, that fact andthe processes it employs for evaluating and continuallyimproving the effectiveness of its governance, riskmanagement and internal control processes. | ☐[If the entity complies with paragraph (a):]and we have disclosed how our internal audit function is structuredand what role it performsat:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have an internal auditfunction and the processes we employ for evaluating and continuallyimproving the effectivenessof our risk management and internalcontrol processes at:……………………………………………………………………………[insert location] | ☒set outin our Corporate Governance Statement |
| 7.4 | A listed entity should disclose whether it has any materialexposure to environmental or social risks and, if it does, how itmanages or intends to manage those risks. | ☒and we have disclosed whether we have any material exposure toenvironmental and social risks at:https://easternmetals.com.au/prospectus/and, if we do, how we manage or intend to manage those risks at:https://easternmetals.com.au/prospectus/. | ☐set outin our Corporate GovernanceStatement |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Our5reasons for not doing so are: | |
|---|---|---|---|
| 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 areindependent 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 numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; or(b)if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting the leveland composition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive. | ☐[If the entity complies with paragraph (a):]and we have disclosed a copy of the charter of the committeeat:……………………………………………………………………………[insert location]and the information referred to in paragraphs (4) and (5)at:……………………………………………………………………………[insert location][If the entity complies with paragraph (b):]and we have disclosed the fact that we do not have a remunerationcommittee and the processes we employ for setting the level andcomposition of remuneration for directors and senior executives andensuring that such remuneration is appropriate and not excessive:……………………………………………………………………………[insert location] | ☒set outin our Corporate Governance Statement OR☐we are an externally managed entity and this recommendationis therefore not applicable |
| 8.2 | A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives. | ☐and we have disclosed separately our remuneration policies andpractices regarding the remuneration of non-executive directors andthe remuneration of executive directors and other senior executivesat:……………………………………………………………………………[insert location] | ☒set outin our Corporate GovernanceStatement OR☐we are an externallymanaged entity and this recommendationis therefore not applicable |
| 8.3 | A listed entity which has an equity-based remuneration schemeshould:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it. | ☒and we have disclosed our policy on thisissue or a summary of it at:https://easternmetals.com.au/company/corporategovernance/ | ☐set outin our Corporate Governance Statement OR☐we do not have an equity-based remuneration scheme andthis recommendation is therefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Ourreasons for not doing so are:5 | |||
|---|---|---|---|---|---|
| ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES | |||||
| 9.1 | A listed entity with a director who does not speak the languagein which board or security holder meetings are held or keycorporate documents are written should disclose the processesit has in place to ensure the director understands and cancontribute to the discussions at those meetings andunderstands andcan discharge their obligations in relation tothose documents. | ☐and we have disclosed information about the processes in place at:………………………………………………………………………[insert location] | ☐set outin our Corporate Governance StatementOR☒we do not have a director in this position and thisrecommendation is therefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable | ||
| 9.2 | A listed entity established outside Australia should ensure thatmeetings of security holders are held at a reasonable place andtime. | ☐ | ☐set outin our Corporate Governance Statement OR☒we are established in Australia and this recommendation istherefore not applicableOR☐we are an externally managed entity and this recommendationis therefore not applicable | ||
| 9.3 | A listed entity established outside Australia, and an externallymanaged listed entity that has an AGM,should ensure that itsexternal auditor attends its AGM and is available to answerquestions from security holders relevant to the audit. | ☐ | ☐set outin our Corporate Governance Statement OR☐we are established in Australia andnot an externally managedlisted entityandthis recommendation is therefore notapplicable☐we are an externally managed entity that does not holdanAGMand this recommendation is therefore not applicable | ||
| ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES | |||||
| - | Alternative to Recommendation1.1 for externally managedlisted entities:The responsible entity of an externally managed listed entityshould disclose:(a)the arrangements between the responsible entity and thelisted entity for managing the affairs of the listed entity;and(b)the role and responsibility of the board of the responsibleentity for overseeing those arrangements. | ☐and we have disclosed the information referred to in paragraphs (a)and (b) at:……………………………………………………………………………[insert location] | ☐set outin our Corporate Governance Statement |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above. Wehave disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above. Our5reasons for not doing so are: | |
|---|---|---|---|
| - | Alternative to Recommendations8.1, 8.2 and 8.3 for externallymanaged listed entities:An externally managed listed entity should clearly disclose theterms governing the remuneration of the manager. | ☐and we have disclosed the terms governingour remuneration asmanager of the entity at:……………………………………………………………………………[insert location] | ☐set outin our Corporate Governance Statement |