RBR GROUP LIMITED — Governance Information 2016

Oct 26, 2016

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2016

This Corporate Governance Statement is current as at 27 October 2016 and has been approved by the Board of the Company on that date.

The Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 30 June 2016, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations (Recommendations). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period.

The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company's corporate governance duties.

Due to the current size and nature of the existing Board and the magnitude of the Company's operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilized in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company's Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.

The Company's Corporate Governance Plan is available on the Company's website www.rbrgroup.com.au.

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1A listed entity should have and disclose acharter which sets out the respectiveroles and responsibilities of the Board,the Chair and management, and includesa description of those matters expresslyreservedtotheBoardandthosedelegated to management.	YES	The Company has adopted a Board Charter that sets outthe specific roles and responsibilities of the Board, theChair and management and includes a description ofthose matters expressly reserved to the Board and thosedelegated to management.The Board Charter sets out the specific responsibilities ofthe Board, requirements as to the Board's composition,the roles and responsibilities of the Chairman andCompany Secretary, the establishment, operation andmanagement of Board Committees, Directors' access toCompany records and information, details of the Board'srelationship with management, details of the Board'sperformance review and details of the Board's disclosurepolicy.A copy of the Company's Board Charter, which is part ofthe Company's Corporate Governance Plan, is availableon the Company's website.
Recommendation 1.2		(a)The Company has guidelines for the appointmentandselectionoftheBoardinitsCorporate
A listed entity should:	YES	GovernancePlan.TheCompany'sNomination
(a)undertake appropriate checks before		Committee Charter (in the Company's CorporateGovernancePlan)requirestheNomination

RBR GROUP LIMITED ABN 38 115 857 988 Level 2, 33 Colin Street, West Perth, WA 6005 PO Box 534, West Perth, WA 6872 T: +61 9214 7500 F: +61 8 9214 7575

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
appointingaperson,orputtingforwardtosecurityholdersacandidate for election, as a Director;and(b) providesecurityholderswithallmaterial information relevant to adecision on whether or not to elector re-elect a Director.		Committee (or, in its absence, the Board) to ensureappropriate checks (including checks in respect ofcharacter, experience, education, criminal recordandbankruptcyhistory(asappropriate))areundertaken before appointing a person, or puttingforward to security holders a candidate for election,as a Director.(b)UndertheNomination CommitteeCharter,allmaterial information relevant to a decision onwhether or not to elect or re-elect a Director mustbe provided to security holders in the Notice ofMeeting containing the resolution to elect or reelect a Director.
Recommendation 1.3A listed entity should have a writtenagreement with each Director and seniorexecutive setting out the terms of theirappointment.	YES	The Company's Nomination Committee Charter requiresthe Nomination Committee (or, in its absence, the Board)to ensure that each Director and senior executive is aparty to a written agreement with the Company whichsets out the terms of that Director's or senior executive'sappointment.The Company has had written agreements with each ofits Directors and senior executives for the past financialyear.
Recommendation 1.4The company secretary of a listed entityshould be accountable directly to theBoard, through the Chair, on all mattersto do with the proper functioning of theBoard.	YES	The Board Charter outlines the roles, responsibility andaccountability of the Company Secretary. In accordancewith this, the Company Secretary is accountable directlyto the Board, through the Chair, on all matters to do withthe proper functioning of the Board.
Recommendation 1.5A listed entity should:(a)have a diversity policy which includesrequirements for the Board or arelevant committee of the Board tosetmeasurableobjectivesforachieving gender diversity and toassess annually both the objectivesand the entity's progress in achievingthem;(b) disclose that policy or a summary orit; and(c)discloseasattheendofeachreporting period:(i)the measurable objectives forachieving gender diversity setby the Board in accordancewith the entity's diversity policyanditsprogresstowardsachieving them; and(ii)the respective proportions of	PARTIALLY	(a)The Company has adopted a Diversity Policy whichprovides a framework for the Company to establishandachievemeasurablediversityobjectives,includinginrespectofgenderdiversity.TheDiversity Policy allows the Board to set measurablegenderdiversityobjectives,ifconsideredappropriate,andtoassessannuallyboththeobjectives and the Company's progress in achievingthem.(b)The Diversity Policy is available, as part of theCorporate Governance Plan, on the Company'swebsite.(c)(i)The Board has not established measurablegender diversity objectives at this stage of theCompany's development due to the size andnature of the Company's activities. The policyfocusses on identifying and removing anybarriers to diversity to create a workplaceculture of inclusion and equal oportunities.(ii)therespectiveproportionsofmenandwomen on the Board (men 4, women 0), in

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
in senior executive positionsandacrossthewholeorganization.		and across the whole organisation (men 14,female 7) for the past financial year.
Recommendation 1.6A listed entity should:(a)have and disclose a process forperiodicallyevaluatingtheperformanceoftheBoard,itscommittees and individual Directors;and(b) disclose, in relation to each reportingperiod,whetheraperformanceevaluation was undertaken in thereporting period in accordance withthat process.	NO	(a)The Company's Nomination Committee (or, in itsabsence, the Board) is responsible for evaluating theperformance of the Board, its committees andindividual Directors on an annual basis. It may do sowith the aid of an independent advisor. The processfor this is set out in the Company's CorporateGovernancePlan,whichisavailableontheCompany's website.(b)The Company's Corporate Governance Plan requirestheCompanytodisclosewhetherornotperformance evaluations were conducted duringthe relevant reporting period. The Company did notcomplete performance evaluations in respect of theBoard,itscommittees(ifany)andindividualDirectors for the past financial year and has electedto defer these until the 2017 financial year due tothe size of the Company and the changes beingimplemented during the year.
Recommendation 1.7A listed entity should:(a)have and disclose a process forperiodicallyevaluatingtheperformance of its senior executives;and(b) disclose, in relation to each reportingperiod,whetheraperformanceevaluation was undertaken in thereporting period in accordance withthat process.	YES	(a)The Company's Nomination Committee (or, in itsabsence, the Board) is responsible for evaluating theperformance of the Company's senior executives onan annual basis. The Company's RemunerationCommittee(or,inits absence,the Board)isresponsible for evaluating the remuneration of theCompany's senior executives on an annual basis. Asenior executive, for these purposes, means keymanagementpersonnel(asdefinedintheCorporations Act) other than a non executiveDirector.The applicable processes for these evaluations canbe found in the Company's Corporate GovernancePlan, which is available on the Company's website.(b)TheCompanyhascompletedperformanceevaluations in respect of the senior executives forthe past financial year in accordance withtheapplicable processes.
Principle 2: Structure the Board to add value
Recommendation 2.1The Board of a listed entity should:(a)have a nomination committee which:(i)has at least three members, amajorityofwhomareindependent Directors; and(ii)is chaired by an independentDirector,and disclose:	No	(a)TheCompany'sNominationCommitteeCharterprovidesforthecreationofaNominationCommittee (if it is considered it will benefit theCompany), with at least three members, a majorityof whom are independent Directors, and which mustbe chaired by an independent Director.(b)The Company did not have a Nomination Committeefor the past financial year as the Board did notconsider the Company would benefit from itsestablishment. In accordance with the Company'sBoard Charter, the Board carries out the duties thatwould ordinarily be carried out by the Nomination

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
(iii)the charter of the committee;(iv)the members of the committee;and(v)as at the end of each reportingperiod, the number of timesthe committee met throughoutthe period and the individualattendances of the members atthose meetings; or(b) if it does not have a nominationcommittee, disclose that fact and theprocessesitemploystoaddressBoardsuccessionissuesandtoensurethattheBoardhastheappropriatebalanceofskills,experience,independenceandknowledge of the entity to enable ittodischargeitsdutiesandresponsibilities effectively.		CommitteeundertheNominationCommitteeCharter, including the following processes to addresssuccession issues and to ensure the Board has theappropriatebalanceofskills,experience,independence and knowledge of the entity toenable it to discharge its duties and responsibilitieseffectively:(i)devoting time at least annually to discuss Boardsuccession issues and updating the Company'sBoard skills matrix; and(ii)all Board members being involved in theCompany'snominationprocess,tothemaximumextentpermittedundertheCorporations Act and ASX Listing Rules.
Recommendation 2.2A listed entity should have and disclose aBoard skill matrix setting out the mix ofskillsanddiversitythattheBoardcurrently has or is looking to achieve inits membership.	YES	UndertheNominationCommitteeCharter(intheCompany's Corporate Governance Plan), the NominationCommittee (or, in its absence, the Board) is required toprepare a Board skill matrix setting out the mix of skillsand diversity that the Board currently has (or is looking toachieve) and to review this at least annually against theCompany's Board skills matrix to ensure the appropriatemix of skills and expertise is present to facilitatesuccessful strategic direction.The Company has, for the past financial year, had a Boardskill matrix setting out the mix of skills and diversity thatthe Board currently has or is looking to achieve in itsmembership.The Board Charter requires the disclosure of each Boardmember's qualifications and expertise. Full details as toeach Director and senior executive's relevant skills andexperience are available in the Company's Annual Report.
Recommendation 2.3A listed entity should disclose:(a)thenamesoftheDirectorsconsideredbytheBoardtobeindependent Directors;(b) if a Director has an interest, position,association or relationship of thetype described in Box 2.3 of the ASXCorporate Governance Principles andRecommendation (3rd Edition), butthe Board is of the opinion that itdoesnotcompromisetheindependence of the Director, thenatureoftheinterest,position,associationorrelationshipin	YES	(a)The Board Charter requires the disclosure of thenames of Directors considered by the Board to beindependent.The Board considers that the onlyIndependent Director was Paul Graham-Clarke whowas appointed during the financial year, all otherDirectors are not considered Independent.(b)This is not applicable.(c)The Company's Annual Report discloses the lengthof service of each Director, as at the end of eachfinancial year.

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
question and an explanation of why
the Board is of that opinion; and
(c)the length of service of each Director
Recommendation 2.4A majority of the Board of a listed entity	NO	The Company's Board Charter requires that, wherepractical,themajorityoftheBoardshouldbeindependent.
should be independent Directors.		Only one Director meets the independence criteria undertheASXCorporateGovernanceCouncilRecommendationswithallotherDirectorseitherexecutives or substantial shareholders. The board viewsshareholdings of Directors are important, although it isoutsidetheASXRecommendationscriteriaforindependence, as it believes it more correctly aligns theboard with shareholders interests. At present the Boardconsiders that the Company is not currently of the size,nor are its affairs of such complexity to justify theexpense of the appointment of additional independentDirectors.The existing Directors provide the necessarydiversity of qualifications, skill and experience and bringquality and independent judgement to all relevant issues.The board acknowledges that a greater proportion ofindependent Directors is desirable, and as the Company'sactivities increase in size, nature and scope the size of theboard will be re-assessed.
Recommendation 2.5The Chair of the Board of a listed entityshould be an independent Director and,in particular, should not be thesameperson as the CEO of the entity.	NO	The Board Charter provides that, where practical, theChair of the Board should be an independent Directorand should not be the CEO/Managing Director.The Chair of the Company during the past financial yearIan Macpherson was not an independent Director, andwas not the CEO/Managing Director.Refer comments above regarding the boards currentposition on independence of directors. It is noted as theCompany's activities increase in size, nature and scopethe size and makeup of the board will be re-assessed.
Recommendation 2.6A listed entity should have a program forinducting new Directors and providingappropriateprofessionaldevelopmentopportunities for continuing Directors todevelop and maintain the skills andknowledge needed to perform their roleas a Director effectively.	YES	In accordance with the Company's Board Charter, theNominations Committee (or, in its absence, the Board) isresponsible for the approval and review of induction andcontinuingprofessionaldevelopmentprogramsandproceduresforDirectorstoensurethatthey caneffectively discharge their responsibilities. The CompanySecretary is responsible for facilitating inductions andprofessional development.
Principle 3: Act ethically and responsibly
Recommendation 3.1A listed entity should:	YES	(a)The Company's Corporate Code of Conduct appliesto the Company's Directors, senior executives andemployees.
(a)have a code of conduct for itsDirectors,seniorexecutivesandemployees; and		(b)The Company's Corporate Code of Conduct (whichforms part of the Company's Corporate GovernancePlan) is available on the Company's website.

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
(b) disclose that code or a summary of it.
Principle 4: Safeguard integrity in financial reporting
Recommendation 4.1The Board of a listed entity should:(a)have an audit committee which:(i) has at least three members, all ofwhomarenon-executiveDirectors and a majority of whomare independent Directors; and(ii) is chaired by an independentDirector, who is not the Chair ofthe Board,and disclose:(iii) the charter of the committee;(iv)the relevant qualifications and	NO	(a)The Company's Corporate Governance Plan containsan Audit and Risk Committee Charter that providesfor the creation of an Audit and Risk Committee (if itis considered it will benefit the Company), with atleastthreemembers,allofwhommustbeindependent Directors, and which must be chairedby an independent Director who is not the Chair.The Company did not have an Audit and RiskCommittee for the past financial year as the Boarddid not consider the Company would benefit from itsestablishment, and does not currently have one. Inaccordance with the Company's Board Charter, theBoard carries out the duties that would ordinarily becarried out by the Audit and Risk Committee underthe Audit and Risk Committee Charter including thefollowing processes to independently verify and
experience of the members ofthe committee; and(v) inrelationtoeachreportingperiod, the number of times thecommittee met throughout theperiodandtheindividualattendances of the members atthose meetings; or(b) ifitdoesnothaveanauditcommittee, disclose that fact and theprocessesitemploysthatindependently verify and safeguardthe integrity of its financial reporting,includingtheprocessesfortheappointment and removal of theexternal auditor and the rotation ofthe audit engagement partner.		safeguard the integrity of its financial reporting,including the processes for the appointment andremoval of the external auditor and the rotation ofthe audit engagement partner:(i)theBoarddevotestimeatannualBoardmeetingstofulfillingtherolesandresponsibilities associated with maintaining theCompany'sinternalauditfunctionandarrangements with external auditors; and(ii)all members of the Board are involved in theCompany's audit function to ensure the propermaintenance of the entity and the integrity ofall financial reporting.
Recommendation 4.2The Board of a listed entity should,before it approves the entity's financialstatements for a financial period, receivefrom its CEO and CFO a declaration thatthe financial records of the entity havebeen properly maintained and that thefinancial statements comply with theappropriate accounting standards andgive a true and fair view of the financialposition and performance of the entityand that the opinion has been formed onthe basis of a sound system of riskmanagement and internal control whichis operating effectively.	YES	The Company's Audit and Risk Committee Charterrequires the CEO and CFO (or, if none, the person(s)fulfilling those functions) to provide a sign off on theseterms.The Company has obtained a sign off on these terms foreach of its financial statements in the past financial year.
Recommendation 4.3A listed entity that has an AGM should		The Company's Corporate Governance Plan provides thatthe Board must ensure the Company's external auditorattends its AGM and is available to answer questions

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
ensure that its external auditor attendsits AGM and is available to answerquestions from security holders relevantto the audit.	YES	from security holders relevant to the audit.The Company's external auditor attended the Company'slast AGM during the past financial year.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1A listed entity should:(a)have a written policy for complyingwithitscontinuousdisclosureobligations under the Listing Rules;and(b) disclose that policy or a summary ofit.	YES	(a)TheBoardCharterprovidesdetailsoftheCompany'sdisclosurepolicy.Inaddition,theCorporate Governance Plan details the Company'sdisclosure requirements as required by the ASXListing Rules and other relevant legislation.(b)The Corporate Governance Plan, which incorporatesthe Board Charter, is available on the Companywebsite.
Principle 6: Respect the rights of security holders
Recommendation 6.1Alistedentityshouldprovideinformationaboutitselfanditsgovernance to investors via its website.	YES	Information about the Company and its governance isavailable in the Corporate Governance Plan which can befound on the Company's website.
Recommendation 6.2Alistedentityshoulddesignandimplement an investor relations programtofacilitateeffectivetwo-waycommunication with investors.	YES	TheCompanyhasadoptedaShareholderCommunications Strategy which aims to promote andfacilitateeffectivetwo-waycommunicationwithinvestors. The Strategy outlines a range of ways in whichinformation is communicated to shareholders and isavailable on the Company's website as part of theCompany's Corporate Governance Plan.
Recommendation 6.3A listed entity should disclose the policiesand processes it has in place to facilitateand encourage participation at meetingsof security holders.	YES	Shareholders are encouraged to participate at all generalmeetings and AGMs of the Company. Upon the despatchof any notice of meeting to Shareholders, the CompanySecretaryshallsendoutmaterialstatingthatallShareholders are encouraged to participate at themeeting.
Recommendation 6.4Alistedentityshouldgivesecurityholderstheoptiontoreceivecommunicationsfrom,andsendcommunications to, the entity and itssecurity registry electronically.	YES	The Shareholder Communication Strategy provides thatsecurity holders can register with the Company to receiveemail notifications when an announcement is made bythe Company to the ASX, including the release of theAnnual Report, half yearly reports and quarterly reports.Links are made available to the Company's website onwhich all information provided to the ASX is immediatelyposted.Shareholders queries should be referred to the CompanySecretary at first instance.
Principle 7: Recognise and manage risk

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
Recommendation 7.1The Board of a listed entity should:(a)have a committee or committees tooversee risk, each of which:(i) has at least three members, amajorityofwhomareindependent Directors; and(ii)is chaired by an independentDirector,and disclose:(iii)the charter of the committee;(iv)the members of the committee;and(v)as at the end of each reportingperiod, the number of timesthe committee met throughoutthe period and the individualattendances of the members atthose meetings; or(b) if it does not have a risk committeeor committees that satisfy (a) above,disclose that fact and the process itemploys for overseeing the entity'srisk management framework.	NO	(a)The Company's Corporate Governance Plan containsan Audit and Risk Committee Charter that providesfor the creation of an Audit and Risk Committee (if itis considered it will benefit the Company), with atleastthreemembers,allofwhommustbeindependent Directors, and which must be chairedby an independent Director.A copy of the Corporate Governance Plan is availableon the Company's website.(b)The Company did not have an Audit and RiskCommittee for the past financial year as the Boarddid not consider the Company would benefit from itsestablishment, and does not currently have one. Inaccordance with the Company's Board Charter, theBoard carries out the duties that would ordinarily becarried out by the Audit and Risk Committee underthe Audit and Risk Committee Charter including thefollowing processes to oversee the entity's riskmanagement framework:(i)the Board devotes time at Board meetings tofulfillingtherolesandresponsibilitiesassociated with overseeing risk and maintainingthe entity's risk management framework andassociated internal compliance and control
Recommendation 7.2The Board or a committee of the Boardshould:(a)review the entity's risk managementframeworkwithmanagementatleast annually to satisfy itself that itcontinues to be sound; and(b) disclose in relation to each reportingperiod, whether such a review hastaken place.	YES	procedures.(a)The Audit and Risk Committee Charter requires thatthe Audit and Risk Committee (or, in its absence, theBoard) should, at least annually, satisfy itself thattheCompany'sriskmanagementframeworkcontinues to be sound.(b)The Company's Board has completed a review of theCompany's risk management framework in the pastfinancial year.
Recommendation 7.3A listed entity should disclose:(a)if it has an internal audit function,how the function is structured andwhat role it performs; or(b) if it does not have an internal auditfunction, that fact and the processesitemploysforevaluatingandcontinuallyimprovingtheeffectiveness of its risk managementand internal control processes.Recommendation 7.4	YES	(a)The Audit and Risk Committee Charter provides forthe Audit and Risk Committee to monitor the needfor an internal audit function.(b)The Company did not have an internal auditfunction for the past financial yearThe Audit and Risk Committee Charter requires the Audit
A listed entity should disclose whether ithas any material exposure to economic,	YES	and Risk Committee (or, in its absence, the Board) toassist management determine whether the Company hasany material exposure to economic, environmental and

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
environmental and social sustainabilityrisks and, if it does, how it manages orintends to manage those risks.		social sustainability risks and, if it does, how it managesor intends to manage those risks.
		The Company's Corporate Governance Plan requires theCompany to disclose whether it has any materialexposuretoeconomic,environmentalandsocialsustainability risks and, if it does, how it manages orintends to manage those risks. The Company disclosesthis information in its Annual Report and on its ASXwebsite as part of its continuous disclosure obligations.
Principle 8: Remunerate fairly and responsibly

Recommendation 8.1The Board of a listed entity should:(a)have a remuneration committeewhich:(i) has at least three members, amajority of whom areindependent Directors; and(ii) is chaired by an independentDirector,and disclose:(iii)the charter of thecommittee;(iv)the members of thecommittee; and(v) 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	NO	(a)The Company's Corporate Governance Plan containsa Remuneration Committee Charter that providesfor the creation of a Remuneration Committee (if itis considered it will benefit the Company), with atleast three members, a majority of whom must beindependent Directors, and which must be chairedby an independent Director.(b)TheCompanydidnothaveaRemunerationCommittee for the past financial year as the Boarddid not consider the Company would benefit from itsestablishment, and does not currently have one. Inaccordance with the Company's Board Charter, theBoard carries out the duties that would ordinarily becarried out by the Remuneration Committee underthe Remuneration Committee Charter including thefollowing processes to set the level and compositionof remuneration for Directors and senior executivesand ensuring that such remuneration is appropriateand not excessive:(i)the Board devotes time at the annual Boardmeeting to assess the level and composition ofremuneration for Directors and seniorexecutives
remuneration for Directors andsenior executives and ensuring thatsuch remuneration is appropriateand not excessive.
Recommendation 8.2		The Company's Corporate Governance Plan requires the
A listed entity should separately discloseits policies and practices regarding theremuneration of non-executive DirectorsandtheremunerationofexecutiveDirectors and other senior executivesand ensure that the different roles andresponsibilitiesofnon-executiveDirectorscomparedtoexecutiveDirectors and other senior executives arereflected in the level and composition of	YES	Board to disclose its policies and practices regarding theremuneration of Directors and senior executives, which isdisclosed in the Company's Annual Report.

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
their remuneration.
Recommendation 8.3A listed entity which has an equity-basedremuneration scheme should:(a)haveapolicyonwhetherparticipants are permitted to enterinto transactions (whether throughthe use of derivatives or otherwise)which limit the economic risk ofparticipating in the scheme; and(b) disclose that policy or a summary ofit.	NO	(a)The Company hadan equity based remunerationscheme during the past financial year. The Companydid not have a policy on whether participants arepermittedtoenterintotransactions(whetherthrough the use of derivatives or otherwise) whichlimit the economic risk of participating in the scheme.N/A(b)