SAFEROADS HOLDINGS LIMITED — Governance Information 2015

Sep 13, 2015

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ABN/ARBN Financial year ended 81 116 668 538 30 June 2015 Our corporate governance statement 2 for the above period above can be found at:3 these pages of our annual report: _____________________________________________ this URL on our website: www.saferoads.com.au The Corporate Governance Statement is accurate and up to date as at [insert effective date of statement] and has been approved by the board. Name of entity Saferoads Holding Limited

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

Date here: 14 September 2015

Sign here: _______________________________

Company Secretary

Print name: Sonia Joksimovic

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

2 "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found.

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
	PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND	OVERSIGHT
1.1	Alisted entity should disclose:(a)the respective roles and responsibilities of itsboard and management; and(b)those matters expressly reserved to the board andthose delegated to management.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:Insert location here… and information about the respective roles andresponsibilities of ourboard and management(includingthose matters expresslyreserved to the board and thosedelegated to management):at this location:Insert location here	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable
1.21.3	Alisted entity should:(a)undertake appropriate checks before appointing aperson, or putting forward to security holders acandidate for election, as a director; and(b)provide security holders with all materialinformation in its possession relevant to adecision on whether or not to elect or re-elect adirector.A listed entity should have a written agreement witheach director and senior executive setting out the	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here… the fact that we follow this recommendation:in our Corporate Governance StatementOR	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicablean explanation why that is soin our CorporateGovernance StatementOR
	terms of their appointment.	at this location:_____________________________________________Insert location here	we are an externally managed entity and thisrecommendation is therefore not applicable

Corporate Governance Council recommendation			We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
	1.41.5	The company secretary of a listed entity should beaccountable directly to the board, through the chair,on all matters to do with the proper functioning ofthe board.A listed entity should:(a)haveadiversitypolicywhichincludes	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here… the fact that we have a diversity policy that complieswith paragraph(a):	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicablean explanation why that is soin our CorporateGovernance StatementOR
		requirements for the boardor a relevantcommittee of the board tosetmeasurableobjectives for achieving gender diversity andtoassess annually both the objectives and theentity's progress in achieving them;(b)disclose that policy or a summary of it; and(c)disclose as at the end of each reporting periodthemeasurable objectives for achieving genderdiversity set by the board or a relevant committeeof the board in accordance with the entity'sdiversity policy and its progress towards achievingthemand either:(1)the respective proportions of men and womenon the board, in senior executive positionsand across the whole organisation (includinghow the entity has defined "senior executive"for these purposes); or(2)if the entity is a "relevant employer" under theWorkplace Gender EqualityAct, the entity'smost recent "Gender Equality Indicators", asdefined in and published under that Act.	in our Corporate Governance StatementORat this location:Insert location here… and a copy of our diversity policy or a summary of it:at this location:Insert location here… the measurable objectives for achieving gender diversityset by the board or a relevant committee of the board inaccordance with ourdiversity policy and ourprogresstowards achieving them:in our Corporate Governance Statement ORat this location:Insert location here… and the information referred to in paragraphs (c)(1) or(2):in our Corporate Governance StatementORat this location:	we are an externally managed entity and thisrecommendation is therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
		Insert location here
1.6	A listed entity should:(a)have and disclose a process for periodicallyevaluating the performance of the board, itscommittees and individual directors;and(b)disclose,in relation to each reporting period,whetheraperformanceevaluationwasundertaken in the reporting period in accordancewith that process.	… the evaluation process referred to in paragraph (a):in our Corporate Governance StatementORat this location:Insert location here… and the information referred to in paragraph (b):in our Corporate Governance StatementORat this location:Insert location here	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable
1.7	A listed entity should:(a)have and disclose a process for periodicallyevaluating the performance of its seniorexecutives; and(b)disclose,in relation to each reporting period,whetheraperformanceevaluationwasundertaken in the reporting period in accordancewith that process.	… the evaluation process referred to in paragraph (a):in our Corporate Governance StatementORat this location:Insert location here… and the information referred to in paragraph (b):in our Corporate Governance StatementORat this location:Insert location here	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
	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 ofwhom 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, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; OR(b)if it does not have a nomination committee,disclose that fact and the processes it employs toaddress board succession issues and to ensurethat the board has the appropriate balance ofskills, knowledge,experience, independence anddiversity to enable it to discharge its duties andresponsibilities effectively.	[If the entity complies with paragraph (a):]… the fact that we have a nomination committee thatcomplies with paragraphs (1) and (2):in our Corporate Governance Statement ORat this location:Insert location here… and a copy of the charter of the committee:at this location:www.saferoads.com.auInsert location here… and the information referred to in paragraphs (4) and(5):in our Corporate Governance StatementORat this location:Insert location here[If the entity complies with paragraph (b):]… the fact that we do not have anomination committeeand the processes weemploy to address board successionissues and to ensure that the board has the appropriatebalance of skills, knowledge, experience, independenceand diversity to enable it to discharge its duties andresponsibilities effectively:in our Corporate Governance Statement ORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement ORwe are an externally managed entity and thisrecommendation is therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
2.2	A listed entity should have and disclose a board skillsmatrix setting out the mix of skills and diversity thatthe board currently has or is looking to achieve in itsmembership.	… our board skills matrix:in our Corporate Governance Statement ORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement ORwe are an externally managed entity and thisrecommendation is therefore not applicable
2.3	A listed entity should disclose:(a)the names of the directors considered by theboard to be independent directors;(b)if a director has an interest, position, associationor relationship of the type described in Box2.3but the board is of the opinion that it does notcompromise the independence of the director,the nature of the interest, position, association orrelationship in question and an explanation ofwhy the board is of that opinion; and(c)the length of service of each director.	… the names of the directors considered by the board to beindependent directors:in our Corporate Governance StatementORat this location:Insert location here… where applicable, the information referred to inparagraph (b):in our Corporate Governance StatementORat this location:Insert location here… the length of service of each director:in our Corporate Governance Statement ORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement
2.4	A majority of the board of a listed entity should beindependent directors.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
2.5	The chair of theboard of a listedentity should be anindependent director and, in particular, should notbe the same person as the CEO of the entity.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable
2.6	A listed entity shouldhave a program for inductingnew directors and provideappropriate professionaldevelopment opportunities for directors to developand maintain the skills and knowledge needed toperform their role as directorseffectively.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable
	PRINCIPLE 3 –ACTETHICALLYAND RESPONSIBLY
3.1	A listed entity should:(a)have a code of conduct for its directors, seniorexecutives and employees; and(b)disclose that code or a summary ofit.	… our code of conduct or a summary of it:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement
	PRINCIPLE 4 –SAFEGUARD INTEGRITY IN CORPORATE	REPORTING
4.1	Theboard of a listed entity should:(a)have an audit committee which:(1)has at least three members, all of whom arenon-executive directors and a majority ofwhom are independent directors; and(2)is chaired by an independent director, who isnot the chair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience ofthe members of the committee; and(5)in relation to each reporting period, thenumber of times the committee met	[If the entity complies with paragraph (a):]… the fact that we have an audit committee that complieswith paragraphs (1) and (2):in our Corporate Governance StatementORat this location:_____________________________________________Insert location here… and a copy of the charter of the committee:at this location:www.saferoads.com.auInsert location here	an explanation why that is soin our CorporateGovernance Statement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
	throughout the period and the individualattendances of the members at thosemeetings; OR(b)if it does not have an audit committee, disclosethat fact and the processes it employs thatindependently verify and safeguard the integrityof its corporatereporting, including the processesfor the appointment and removal of the externalauditor and the rotation of the audit engagementpartner.	… and the information referred to in paragraphs (4) and(5):in our Corporate Governance StatementORat this location:Insert location here[If the entity complies with paragraph (b):]… the fact that we do not have anaudit committeeand theprocesses weemploy that independently verify andsafeguard the integrity of ourcorporate reporting,including the processes for the appointment and removalof the external auditor and the rotation of the auditengagement partner:in our Corporate Governance StatementORat this location:Insert location here
4.2	The board of a listed entity should, before it approvesthe entity's financial statements for a financial period,receive from its CEO and CFO a declaration that, intheir opinion,the financial records of the entity havebeen properly maintained and that the financialstatements comply with the appropriate accountingstandards and give a true and fair view of thefinancial position and performance of the entityandthat the opinion has been formed on the basis of asound system of risk management and internalcontrol which is operating effectively.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
4.3	A listed entity that has an AGM should ensure that itsexternal auditor attends its AGM and is available toanswer questions from security holders relevant tothe audit.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity thatdoes nothold an annual general meeting and thisrecommendation is therefore notapplicable
	PRINCIPLE 5 –MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should:(a)have a written policy for complying with itscontinuous disclosure obligations under theListing Rules; and(b)disclose that policy or a summary of it.	… our continuous disclosure compliance policy or asummary of it:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement
	PRINCIPLE 6 –RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information aboutitself and its governance to investors via its website.	… information about usand ourgovernance on ourwebsite:at this location:www.saferoads.com.auInsert location here	an explanation why that is soin our CorporateGovernance Statement
6.2	A listed entity should design and implement aninvestor relations program to facilitate effective twoway communication with investors.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
6.3	A listed entity should disclose the policies andprocesses it has in place to facilitate and encourageparticipation at meetings of security holders.	… our policies and processes forfacilitatingandencouragingparticipation at meetings of security holders:in ourCorporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity that does nothold periodic meetings of security holders and thisrecommendation is therefore not applicable
6.4	A listed entity should give security holders the optionto receive communications from, and sendcommunications to, the entity and its securityregistry electronically.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:www.saferoads.com.auInsert location here	an explanation why that is soin our CorporateGovernance 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 of which:(1)has at least three members, a majority ofwhom 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, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings;OR(b)if it does not have a risk committee or committeesthat satisfy (a) above, disclose that fact and theprocesses it employs for overseeing the entity'srisk management framework.	[If the entity complies with paragraph (a):]… the fact that we have acommittee or committees tooversee risk that complywith paragraphs (1) and (2):in our Corporate Governance StatementORat this location:Insert location here… and a copy of the charter of the committee:at this location:www.saferoads.com.auInsert location here… and the information referred to in paragraphs (4) and(5):in our Corporate Governance StatementORat this location:	an explanation why that is soin our CorporateGovernance Statement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
		Insert location here[If the entity complies with paragraph (b):]… the fact that we do not have a risk committeeorcommittees that satisfy (a) and the processes weemployfor overseeing ourrisk management framework:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here
7.2	The board or a committee of the board should:(a)review the entity's risk management framework atleast annually to satisfy itself that it continues tobe sound; and(b)disclose,in relation to each reporting period,whether such a review has taken place.	… the fact that we follow this recommendation:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement
7.3	A listed entity should disclose:(a)if it has an internal audit function, how thefunction is structured and what role it performs;OR(b)if it does not have an internal audit function, thatfact and the processes it employs for evaluatingand continually improving the effectiveness of itsrisk management and internal control processes.	[If the entity complies with paragraph (a):]… how our internal auditfunction is structured and whatrole it performs:in our Corporate Governance StatementORat this location:Insert location here[If the entity complies with paragraph (b):]… the fact that we do not have an internal audit functionand the processes weemploy for evaluating andcontinually improving the effectiveness of ourriskmanagement and internal control processes:in our Corporate Governance StatementORat this location:Insert location here	an explanation why that is soin our CorporateGovernance Statement

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
7.4	A listed entity should disclose whetherit has anymaterial exposureto economic, environmental andsocial sustainabilityrisksand, if it does, how itmanages or intends to manage those risks.	… whether wehaveany material exposureto economic,environmental and social sustainabilityrisks and, if wedo,how wemanage or intend to manage those risks:in our Corporate Governance StatementORat this location:www.saferoads.com.auInsert location here	an explanation why that is soin our CorporateGovernance Statement
	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 ofwhom 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, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; OR(b)if it does not have a remuneration committee,disclosethat fact and the processes it employs forsetting the level and composition of remunerationfor directors and senior executives and ensuringthat such remuneration is appropriate and notexcessive.	[If the entity complies with paragraph (a):]… the fact that we have a remuneration committee thatcomplies with paragraphs (1) and (2):in our Corporate Governance StatementORat this location:Insert location here… and a copy of the charter of the committee:atthis location:www.saferoads.com.auInsert location here… and the information referred to in paragraphs (4) and(5):in our Corporate Governance StatementORat this location:Insertlocation here[If the entity complies with paragraph (b):]… the fact that we do not have a remuneration committeeand the processes weemploy for setting the level andcomposition of remuneration for directors and senior	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
		executives and ensuring that such remuneration isappropriate and not excessive:in our Corporate Governance StatementORat this location:_____________________________________________Insert location here
8.2	A listed entity should separately disclose its policiesand practices regarding the remuneration of nonexecutive directors and the remuneration ofexecutive directors and other senior executives.	… separately our remuneration policies and practicesregarding the remuneration of non-executive directors andthe remuneration of executive directors and other seniorexecutives:in our Corporate Governance StatementORat this location:www.saferoads.com.auInsert location here	an explanation why that is soin our CorporateGovernance StatementORwe are an externally managed entity and thisrecommendation is therefore not applicable
8.3	A listed entity which has an equity-basedremuneration scheme should:(a)have a policy on whether participants arepermitted to enter into transactions (whetherthrough the use of derivatives or otherwise)which limit the economic risk of participating inthe scheme; and(b)disclose that policy or a summary of it.	… our policy on this issue or a summary of it:in our Corporate Governance Statement ORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement ORwe do not have an equity-based remunerationschemeand this recommendation is therefore notapplicable ORwe are an externally managed entity and thisrecommendation is therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation1.1 for externallymanaged listed entities:The responsible entity of an externally managedlisted entity should disclose:(a)the arrangements between the responsible entityand the listed entity for managing the affairs ofthe listed entity;(b)the role and responsibility of the board of theresponsibleentityforoverseeingthosearrangements.	… the information referred to in paragraphs (a)and(b):in our Corporate Governance StatementORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement
-	Alternative to Recommendations8.1, 8.2and8.3forexternally managed listed entities:An externally managed listed entity should clearlydisclose the terms governing the remuneration of themanager.	… the terms governing our remuneration as manager ofthe entity:in our Corporate Governance Statement ORat this location:_____________________________________________Insert location here	an explanation why that is soin our CorporateGovernance Statement

C O R P O R A T E G O V E R N A N C E S T A T E M E N T

YEAR ENDED 30 JUNE 2015

SAFEROADS HOLDINGS LIMITED ABN 81 116 668 538

CORPORATE GOVERNANCE STATEMENT

The Board of Directors of Saferoads Holdings Limited is responsible for the corporate governance of the Saferoads group. The Board has considered the ASX Corporate Governance Principles and Recommendations ("ASX Governance Principles") and reports on compliance with these Principles.

This Corporate Governance Statement is based on the policies and practices in place and endorsed by the Board. The Board's objective is to ensure investor confidence in the Company and its operations given its size, stage of development and complexity.

The Company has a Corporate Governance Charter, a copy of which is located on the Company's website (www.saferoads.com.au) under the Investor Relations icon*.*

The Board advises that it complies with the ASX Corporate Governance Principles set out below where stated and provides explanations in accordance with "if not, why not" reporting practices.

ROLES OF BOARD AND MANAGEMENT

The Company has established the functions reserved for the Board and those delegated to Management which is detailed in the Company's Corporate Governance Charter and published on the Company's website.

The primary responsibilities of the Board are to:

• determine the strategic direction of the Company,
• set financial targets,
• monitor the implementation and execution of strategy and performance against financial targets, and
• appoint and oversee the performance of executive management.

The Board has delegated day-to-day management responsibility to the Chief Executive Officer and his management team, reserving to itself the functions of strategic oversight and managerial guidance. Senior management responsibilities have been clearly set out in letters of appointment, position descriptions and employment contracts.

In essence, it is the responsibility of Management to manage the day to day operation of the business, ensuring that key performance indicators and financial measures are met, whilst also managing the Company in accordance with the strategies, plans and policies approved by the Board. The Board has also delegated to Management the responsibility for identifying areas of organic and acquisition growth, and developing appropriate business cases for board review and strategic decision making.

The Board accepts its responsibility for ensuring the management team performs to a consistently high standard. This is achieved through monthly board meetings where monthly performance reports are received and reviewed, and through regular briefings from Senior Management on progress in strategic developments.

DIRECTOR AND SENIOR EXECUTIVE APPOINTMENTS

The Company will undertake appropriate checks before appointing a person, or putting forward to shareholders a candidate for election as a director. Further, the Company is committed to providing shareholders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.

The Company ensures there is a written agreement in place for each director and senior executive of the Company which sets out the terms of their appointment including their role and responsibilities and the Company's expectations of them.

The Company Secretary, is accountable directly to the board through the Chairman.

The Company has a program for inducting new directors and provides appropriate professional development opportunities for directors to develop and maintain the skill and knowledge needed to perform their role as directors effectively.

BOARD STRUCTURE

The Company acknowledges the importance of having independent directors on its board and is committed to having a board whose members have the capacity to act independently, together with having the composite skills to optimise the financial and operational performance of the Saferoads group. As at the end of the 2015 Financial Year, the Board comprised two independent directors and one non-independent director.

None of the Directors deemed to be independent has any business or other relationship with the Company which could materially interfere with – or which could reasonably be perceived to materially interfere with – the independent exercise of their judgement.

The skills, experience and expertise of each of the directors are included in the Directors' Report. It is noted that all directors have served or are serving on other Boards.

The Chairman of the Board, Mr D Ashmore, is an independent director. Mr Ashmore has advised the Board that other positions he holds do not hinder his effective performance in the role of Chairman or pose any conflict of interest. The Chief Executive Officer is Mr D Hotchkin and there is clear delineation between their respective duties.

BOARD AND SENIOR EXECUTIVE PERFORMANCE

The Company has in place a Board Evaluation and Performance Review Self-Administered Questionnaire which is broadly aligned with the ASX Corporate Governance Principles and provides for additional comment from each of the directors. The results of the questionnaire are consolidated, and then discussed by the Board. The evaluation process for the 2015 year is currently in progress.

The Chief Executive Officer and Chief Financial Officer are performance-evaluated by the Board on an annual basis against key performance indicators (KPIs) clearly stated in position descriptions and as updated annually.

The KPIs are primarily growth and earnings related but also address non-financial measures including quality, safety, environmental and human resource issues.

ACCESS TO EXTERNAL RESOURCES

The Directors have access to external resources including independent professional advice, as required to fully discharge their obligations as directors of the Company as detailed in the Board Charter, published on the Company's website. The use of this resource is co-ordinated through the Chairman of the Board.

NOMINATION COMMITTEE

The Board has established a combined Remuneration and Nomination Committee which carries out the duties of both functions under the one Committee. The Remuneration and Nomination Committee Charter is available on the Company's website.

The Board reviews its composition periodically and at least annually to ensure that it has the appropriate mix of expertise and experience. When a vacancy exists, for whatever reasons, or where it is considered that the Board would benefit from the services of a new Director with particular skills, the Board will select appropriate candidates with relevant qualifications, skills and experience. External advisors may be used to assist in such a process. Following the appropriate checks, the Board may then appoint the most suitable candidate who must stand for election at the next annual general meeting of shareholders.

BOARD SKILLS MATRIX

The Company has a skills matrix setting out the mix of skills and diversity that the board currently has and what the board would like to achieve. Further information on each director including their independence, education, experience and tenure is available in the Directors Report.

CODE OF CONDUCT

The Company has established a Code of Conduct for directors as a guide to be followed in performing their duties, with a view to enabling them to achieve the highest possible standards in the discharge of their obligations. The Code is contained in the Corporate Governance Charter, section 4.

The Company has entered into employment agreements with the Chief Financial Officer and with other key management personnel. These agreements address issues of ethical and responsible decision-making in the performance of their respective roles in the Company.

DIVERSITY AND EQUALITY POLICY

The Company has established a Diversity and Equality Policy which enshrines diversity and equality of employment throughout all levels of the Company.

In respect to gender diversity the Company notes that it is a small to medium sized enterprise that operates largely in a manufacturing environment. The Company recognises that a talented and diverse workforce is a key element in ongoing growth and business success and endeavours to employ the best available personnel to manage and service the Company.

A copy of the Company's Diversity and Equality Policy is located on the Company's website (www.saferoads.com.au) under the Investor Relations icon.

Having regard to the Company's size and operations, the objectives of the Board are to maintain the current levels of gender diversity across the Company. As the opportunity to recruit across the Company arises, new appointments will be made in accordance with the Company's Diversity and Equality Policy.

AUDIT AND RISK COMMITTEE

The Board has established an Audit and Risk Committee.

Grant Thornton are the appointed independent external auditor. The independent auditor reports directly to the Audit and Risk Committee, and is also required to attend the annual general meeting of the Company to answer any shareholder questions about the audit and the preparation and content of the audit report.

The Audit and Risk Committee comprises Mr D Cleland (non-executive Director and Chairman of the committee from 19 August 2013) and Mr D Ashmore (non-executive Chairman).

Given the size of the Company and the Board, the structure of the Committee is such that all non-executive Board members are involved.

This structure is considered appropriate at this time given the size and structure of the Board.

It is noted that the Committee structure is not in compliance with the Committee's own charter which requires that the Committee comprise three Directors, the Company Secretary and the Managing Director as an invitee. The current structure of the Committee provides for only two directors rather than three.

The Audit and Risk Committee's charter provides that the purpose of the Committee is to independently verify and safeguard the integrity of the company's financial reporting and to oversee the independence of the external auditors.

Responsibilities include:

• monitoring the establishment of an appropriate internal control framework

• monitoring corporate risk assessment and compliance with internal controls

• overseeing business continuity planning and risk mitigation arrangements

• reviewing reports on any material defalcations, frauds and thefts involving the Company

• monitoring compliance with relevant legislative and regulatory requirements (including continuous disclosure obligations) and declarations by the Secretary in relation to those requirements

• reviewing the nomination, performance and independence of the external auditors

• liaising with the external auditors and ensuring that the annual audit is conducted in an effective manner that is consistent with committee members' information and knowledge and is adequate for Shareholder needs

• reviewing management processes supporting external reporting

• reviewing financial statements and other financial information distributed externally; and

• reviewing external audit reports to ensure that, where any major deficiencies or breakdowns in controls or procedures have been identified, ensure appropriate and prompt remedial action is taken by management.

The Audit and Risk Committee's charter is contained within the Company's Corporate Governance Charter (Section 5), a copy of which is located on the Company's website (www.saferoads.com.au) under the Investor Relations icon.

Before approving Financial Statements, the Board ensures it receives a written declaration from the Chief Executive Officer and the Chief Financial Officer in accordance with section 295A of the Corporations Act stating 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.

CONTINUOUS DISCLOSURE POLICY

The Board is aware of its obligations to make timely and balanced disclosures both to the ASX and to the financial market in general. Continuous disclosure is a standing item on the agenda for each Board meeting. During the course of 2014-15 the Board made several announcements as material issues arose.

The Company has a written Continuous Disclosure Policy designed to ensure compliance with listing rules. The policy identifies the type of information that should be disclosed, the decision making process concerning the disclosure obligation, the roles and responsibilities of directors and senior management in the disclosure context, and identification of the personnel authorised to make disclosure to the ASX and to discuss corporate issues with analysts, the media, shareholders and the general public.

A copy of the Company's Continuous Disclosure Policy is located on the Company's web site (www.saferoads.com.au) under the Investor Relations icon.

SHAREHOLDER COMMUNICATION POLICY

The Company's approach to communications with shareholders in contained in Section 2.15 of the Company's Corporate Governance Charter. The Company aims to ensure that shareholders are kept informed of all major developments affecting the Company. This is achieved through compliance with the ASX continuous disclosure rules and through providing links from the Company's website to announcements made to the market via the ASX.

The Board encourages full attendance at and participation in the annual general meeting where presentations of the Company's current performance and future growth prospects are made. If shareholders are unable to attend in person, they are encouraged to appoint a proxy to exercise their voting rights on their behalf.

A copy of the Company's Corporate Governance Charter is located on the Company's website (www.saferoads.com.au) under the Investor Relations icon.

RISK

The Company's Audit and Risk Committee focuses on both audit and risk. The Committee is responsible for ensuring that adverse risks are identified and appropriate actions put in place to mitigate those risks.

The Company has a Risk Management Policy, a copy of which is located on the Company's web site (www.saferoads.com.au) under the Investor Relations icon.

A register of material business risks has been established, risks have been analysed and evaluated, risk management processes and controls have been put in place and reporting schedules developed. The Company's risk management framework is reviewed at least annually to satisfy itself that it continues to be sound. Such a review was undertaken in 2015.

The Company has established a separate internal audit function and risks are continually reviewed and evaluated to ensure they are effectively managed. Senior Management has reported to the Board that it considers that the management of the Company's material business risks has been effective. Further, the Company is accredited with ISO 9001, 14001 and 18001 which includes the review of processes, policies and risks associated with quality assurance, environment and safety.

REMUNERATION COMMITTEE

The Board is committed to ensuring that appropriate remuneration practices are established and followed within the Company, and that they are aligned with its Corporate Strategy. For this reason the Company has established a Remuneration and Nomination Committee.

The Committee's purpose is to advise on remuneration and issues relevant to remuneration policies and practices for Senior Management. Responsibilities include:

• Reviewing and evaluating market practices and trends in relation to remuneration relevant to the Company;
• Reviewing and making recommendations to the Board in relation to the Company's remuneration policies and practices for Senior Management; and
• Preparing for the Board any report that may be required under applicable legal or regulatory requirements in relation to remuneration matters.
• Meetings and attendance are reported in the Directors' Report.

The Remuneration and Nomination Committee is comprised of Mr D Ashmore (non-executive Director and Chairman of the committee) and Mr D Cleland.

Detailed disclosure of the remuneration of non-executive Directors, executive Directors and Senior Management is made in the remuneration report forming part of the Directors' Report.

The remuneration of the non-executive directors comprises only directors' fees and statutory superannuation. They have no other entitlement. The remuneration of the senior managers comprises a base salary, statutory superannuation and the opportunity to receive a performance bonus based on the company exceeding budget Profit Before Tax ("PBT") achieved in the financial year.

There is no scheme for retirement benefits for non-executive directors, other than for statutory superannuation for non-executive directors.

The Company does not currently have any active equity-based remuneration schemes.

A copy of the Remuneration Committee Charter is included in the Corporate Governance Charter, section 6 which is located on the Company's website (www.saferoads.com.au) under the Investor Relations icon.