SCHOOLBLAZER LIMITED — Governance Information 2015

Nov 23, 2015

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

HGL Limited

ABN Financial year ended:

25 009 657 961 30 September 2015

Our corporate governance statement for the above period above can be found at www.hgl.com.au/about/corporate-governance.

The Corporate Governance Statement is accurate and up to date as at 24 November 2015 and has been approved by the board.

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

Date: 24/11/2015

Name of Director or Secretary authorising lodgement: Iain Thompson Secretary

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of theperiod above. We have disclosed …	We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …
	PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND	OVERSIGHT
1.1	A listed entity should disclose:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated to management.	information about the respective roles andresponsibilities of ourboard and management(including those matters expressly reservedto the board and those delegatedto management):Xat www.hgl.com.au/about/corporate-governance	Xanexplanation why that is soin our Corporate GovernanceStatement
1.2	A listed entity should:(a)undertake appropriate checks before appointing a person, orputting forward to security holders a candidate for election,as a director; and(b)providesecurity holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director.	the factthat we follow this recommendation:Xin our Corporate Governance Statement
1.3	A listed entity should have a written agreement with each directorand senior executive setting out the terms of their appointment.		Xan explanationwhy that is soin our Corporate GovernanceStatement
1.4	The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters to do with theproper functioning of the board.	the factthat we follow this recommendation:Xin our Corporate Governance Statement

		Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of theperiod above. We have disclosed …	We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …
1.5	(a)(b)(c)	A listed entity should:have a diversity policy which includes requirements for theboard or a relevant committee of the board tosetmeasurable objectives for achieving gender diversity and toassess annually both the objectives and the entity's progressin achieving them;disclose that policy or a summary of it; anddisclose as at the end of each reporting period themeasurable objectives for achieving gender diversity set bythe board or a relevant committee of the board in accordancewith the entity's diversity policy and its progress towardsachieving them and either:(1)the respective proportions of men and women on theboard, in senior executive positions and across thewhole organisation (including how the entity has defined"senior executive" for these purposes); or(2)ifthe entity is a "relevant employer" under the Workplace	a copy of our diversity policy or a summary of it:Xat www.hgl.com.au/about/corporate-governanceand the measurable objectives for achieving gender diversity set bythe board or a relevant committee of the board in accordance with ourdiversity policy and our progress towardsachieving them:Xin our Corporate Governance Statementand the information referred to in paragraphs (c)(1) or (2):Xin our Corporate Governance Statement	Xan explanationwhy that is soin our Corporate GovernanceStatement
		Gender Equality Act, the entity's most recent "GenderEquality Indicators", as defined in and published underthat Act.
1.6	(a)(b)	A listed entity should:have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; anddisclose, in relation to each reporting period, whether aperformance evaluation was undertakenin the reportingperiod in accordance with that process.	the evaluationprocess referred to in paragraph (a):Xin our Corporate Governance Statementand the information referred to in paragraph (b):Xin our Corporate Governance Statement
1.7	(a)(b)	A listed entity should:have and disclose a process for periodically evaluating theperformance of its senior executives; anddisclose, in relation to each reporting period, whether aperformance evaluation was undertaken in the reportingperiod in accordance with that process.	the evaluationprocess referred to in paragraph (a):Xin our Corporate Governance Statementand the information referred to in paragraph (b):Xin our Corporate Governance Statement

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of theperiod above. We have disclosed …	We have NOT followed the recommendation in full for the wholeof the period 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 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 number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; 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.	a copy of the charter of the committee:Xat www.hgl.com.au/about/corporate-governanceand the information referred to in paragraphs (4) and (5):Xin the 2015 Annual Report	Xan explanationwhy that is soin our Corporate GovernanceStatement
2.2	A listed entity should have and disclose a board skills matrixsetting out the mix of skills and diversity that the board currentlyhas or is looking to achieve in its membership.	our boardskills matrix:Xin our Corporate Governance Statement	Xan explanation why that is soin our Corporate GovernanceStatement
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, association 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,position, association or relationship in question and anexplanation of why 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 be independentdirectors:Xin our Corporate Governance Statementand, where applicable, the information referred to in paragraph (b):Xin our Corporate Governance Statementand the length of service of each director:Xin the 2015 Annual Report

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of theperiod above. We have disclosed …	We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …
2.4	A majority of the board of a listed entity should be independentdirectors.		Xan explanationwhy that is so in our Corporate GovernanceStatement
2.5	The chair of the board of a listed entity should be an independentdirector and, in particular, should not be the same person as theCEO of the entity.		Xan explanationwhy that is so in our Corporate GovernanceStatement
2.6	A listed entity should have a program for inducting new directorsand provide appropriate professional development opportunitiesfor directors to develop and maintain the skills and knowledgeneeded to perform their role as directors effectively.		Xan explanationwhy that is so in our Corporate GovernanceStatement
PRINCIPLE 3 –	ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should:	our codeof conduct or a summary of it:
	(a)have a code of conduct for its directors, senior executivesand employees; and	Xat www.hgl.com.au/about/corporate-governance
	(b)disclose that code or a summary of it.

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of theperiod above. We have disclosed …	We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …
PRINCIPLE 4 –	SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should:(a)have an audit committee which:(1)has at least three members, all of whom are nonexecutive directors and amajority of whom areindependent directors; and(2)is chaired by an independent director, who is not thechair 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 itemploys that independently verify andsafeguard the integrity of its corporate reporting, includingthe processes for the appointment and removal of theexternal auditor and the rotation of the audit engagementpartner.	and a copy of the charter of the committee:Xat www.hgl.com.au/about/corporate-governanceand the information referred to in paragraphs (4) and (5):Xin the 2015 Annual Report	Xan explanationwhy that is so in our Corporate GovernanceStatement
4.2	The board of a listed entity should, before it approves the entity'sfinancial statements for a financial period, receive from its CEOand CFO a declaration that, in their opinion, the financial recordsof the entity have been properly maintained and that the financialstatements comply with the appropriate accounting standardsand give a true and fair view of the financial position andperformance of the entity and that the opinion has been formedon the basis of a sound system of risk management and internalcontrol which is operating effectively.	the fact that we follow this recommendation:Xin our Corporate Governance Statement
4.3	A listed entity that has an AGM should ensure that its externalauditor attends its AGM and is available to answer questionsfrom security holders relevant to the audit.	the fact that we follow this recommendation:Xin our Corporate Governance Statement

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of theperiod above. We have disclosed …	We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …
PRINCIPLE 5 –MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should:(a)have a written policy for complying with its continuousdisclosure obligations under the Listing Rules; and(b)disclose that policy or a summary of it.	our continuous disclosure compliance policy or a summary of it:Xat www.hgl.com.au/about/corporate-governance
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.	information about us and our governance on our website:Xat www.hgl.com.au/about/corporate-governance
6.2	A listed entity should design and implement an investor relationsprogram to facilitate effective two-way communication withinvestors.	the fact that we follow this recommendation:Xin our Corporate Governance Statement
6.3	A listed entity should disclose the policies and processes it has inplace to facilitate and encourage participation at meetings ofsecurity holders.	the fact that we follow this recommendation:Xin our Corporate Governance Statement
6.4	A listed entity should give security holders the option to receivecommunications from, andsend communications to, the entityand its security registry electronically.	the fact that we follow this recommendation:Xin our Corporate Governance Statement

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of theperiod above. We have disclosed …	We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …
PRINCIPLE 7 –	RECOGNISE AND MANAGERISK
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 number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have a risk committee or committees that	the fact that we do not have a risk committeeor committees that
	satisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework.	satisfy (a) and the processes we employ for overseeing our riskmanagement framework:Xin 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; and(b)disclose, in relation to each reporting period, whether sucha review has taken place.	the fact that board or a committee of the board reviews the entity's riskmanagement frameworkat least annually to satisfy itself that itcontinues to be sound:Xin our Corporate Governance Statementand that such a review has taken place in the reporting period coveredby this Appendix4G:Xin our Corporate Governance Statement
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 risk management andinternal control processes.	… the fact that we do not have an internal audit function and theprocesses we employ for evaluating and continually improving theeffectivenessof our risk management and internal control processes:Xin our Corporate Governance Statement	Xan explanationwhy that is so in our Corporate GovernanceStatement

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of theperiod above. We have disclosed …		We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …
7.4	A listed entity should disclose whether it has any materialexposure to economic,environmental and social sustainabilityrisks and, if it does, how it manages or intends to manage thoserisks.		X	an explanationwhy that is so in our Corporate GovernanceStatement

Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of theperiod above. We have disclosed …	We have NOT followed the recommendation in full for the wholeof the period above. We have disclosed …
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 number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have a remuneration committee, disclose thatfact and the processes it employs for setting the level andcomposition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive.	a copy of the charter of the committee:Xat www.hgl.com.au/about/corporate-governanceand the information referred to in paragraphs (4) and (5):Xin the 2015 Annual Report	Xan explanationwhy that is so in our Corporate GovernanceStatement
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.	separately our remuneration policies and practices regarding theremuneration of non-executive directors and the remuneration ofexecutive directors and other senior executives:Xin the Remuneration Report contained in the 2015 AnnualReport
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.	our policy on thisissue or a summary of it:Xat www.hgl.com.au/about/corporate-governance	Xwe didnot have an equity-based remuneration scheme duringthe financial year, and this recommendationis therefore notapplicable

HGL Limited

Corporate Governance Statement

Introduction

This HGL Ltd Corporate Governance statement is current at 24 November 2015, and was reviewed and approved by the Board of Directors on that date.

This statement makes reference to the ASX Corporate Governance Council Corporate Governance Principles and Recommendations 3rd edition (ASX Recommendations). The third edition was released in March 2014 and came into effect for HGL Ltd on 1 October 2014. The Directors conducted a full review of HGL's corporate governance framework during the 2015 financial year, with the final implementation occurring during September 2015.

Copies of all relevant Corporate Governance documents can be found on the HGL Ltd website, www.hgl.com.au/about/corporate-governance.

The following terms have been used to indicate the level of compliance during the year:

• Full this recommendation was complied with in full for the entire financial year
• Part year this recommendation was complied with in full for part of the financial year, and HGL had compliance at 30 September 2015
• Partial this recommendation was only partially complied with during the year, and HGL continued to not comply with the recommendation at 30 September 2015
• Non-compliance this recommendation was not complied with at all during the year

Where non-compliance is indicated, the Commentary outlines the "why not" in accordance with the ASX Recommendations

Principle		Compliance	Commentary
		for full year
1: Lay foundations for management and oversight
1.1	A listed entity should disclose:	Part year	The Company's board charter outlines the roles and responsibilities of the board and management, however this
a)	the respective roles and responsibilities of its boardand management; and		document was not adopted in its final form until September 2015. Prior to this, the HGL Corporate Governancestatement disclosed the 'primary functions and responsibilities of the Board', but did not include explicit discussion
b)	those matters expressly reserved to the board andthose delegated to management.		around the roles and responsibilities of management.
			A copy of the board charter can be found at http://www.hgl.com.au/about/corporate-governance

Principle		Compliance	Commentary
		for full year
1.2	A listed entity should:	Full	HGL complies with this recommendationfor the full year, however the Charter for the Nomination & Remuneration
a)	undertake appropriate checks before appointing a		Committee has beenupdatedto explicitly require these checks to be undertaken.
	person, or putting forward to security holders a
	candidate for election, as a director; and		The Explanatory Information attached to the AGM Notice of Meeting includes all relevant information to assist
b)	provide security holders with all material		shareholders to decide on whether or not to elect or re-elect a director.
	information in its possession relevant to a decision
	on whether or not to elect or re-elect a director.
1.3	A listed entity should have a written agreement with	Part year	During August 2015, the Company issued updated letters to each Director outlining the key terms of their
	each director and senior executive setting out the		appointment as a Director. These signed agreements reflected existing practice and understanding of each Director.
	terms of their appointment.
1.4	The company secretary of a listed entity should be	Full	The role of the company secretary has had dual accountability, with matters to do with the operation of the board
	accountable directly to the board, through the chair,		accountable to the board, and other matters relevant to the role accountable to the Chief Executive Officer.
	on all matters to do with the proper functioningof
	the board.		This accountability was formalised during the year through its inclusion in the Board Charter.

Principle		Compliancefor full year	Commentary
1.5a)b)c)	A listed entity should:have a diversity policy which includes requirementsfor the board or a relevant committee of the boardto set measurable objectives for achieving genderdiversity and to assess annually both the objectivesand the entity's progress in achieving them;disclose that policy or a summary of it; anddisclose as at the end of each reporting period themeasurable objectives for achieving gender diversityset by the board or a relevant committee of theboard in accordance with the entity's diversity policyand its progress towards achieving them and either:1.the respective proportions of men andwomen on the board, in senior executivepositions and across the wholeorganisation (including how the entity hasdefined "senior executive" for thesepurposes); or2.if the entity is a "relevant employer" underthe Workplace Gender Equality Act, theentity's most recent "Gender EqualityIndicators", as defined in and publishedunder that Act.	Part year	During September 2015 an updated diversity policy was adopted which added a requirement for the board to setgender diversity targets and measure progress toward these. Previously there was no specific requirement for thesetargets to be set.A copy of the policy can be found at http://www.hgl.com.au/about/corporate-governanceThe gender diversity objectives and progress toward them are as follows:ObjectiveProgress in achieving objectiveEncourage a diverse workforce at allThe company supports the promotion of women to board andlevels of the Companymanagement roles within all Group entities.As at 30 September 2015 44%ofthe workforcewere female.26%of employees who earnedmore than $100,000 in 2015 werefemale.20% female representation on HGLThere is currently no vacancy on the HGL board, however genderLtd board by 2018diversity will be a key consideration when a vacancy arisesPromote a safe work environment byThe board takes action against discrimination and harassment withintaking action against inappropriatethe Company.workplace and business behaviourEnsure appointments are based onThe best person is appointed to the role regardless of age, gender ormeritethnicity.During the year, 66%of new appointments were femaleProvide supportive HR policies toFamily friendly workplace policies are in placeencourage diversityTraining programs are offered and provided to all employees
1.6a)b)	A listed entity should:have and disclose a process for periodicallyevaluating the performance of the board, itscommittees and individual directors; anddisclose, in relation to each reporting period,whether a performance evaluation was undertakenin the reporting period in accordance with thatprocess.	Full	During the year a board evaluation process was undertaken that considered the performance of the board and itscommittees. This process involved the use of confidential questionnaires completed by each director and reviewedby the Chairman, with relevant feedback being given to the board.The Chairman continues to review the performance of individual directors on an ongoing basis, and providesconfidential feedback where required. The performance of the Chairman is monitored by the Chair of the AuditCommittee.

Principle		Compliancefor full year	Commentary
1.7a)b)	A listed entity should:have and disclose a process for periodicallyevaluating the performance of its senior executives;anddisclose, in relation to each reporting period,whether a performance evaluation was undertakenin the reporting period in accordance with thatprocess.	Full	The performance of the Chief Executive Officer is reviewed on an ongoing basis by the Board as a whole, and eachyear as part of the annual salary review and performance incentive consideration.The performance of the direct reports to the CEO is reviewed by the CEO through the annual formal performanceappraisal process. The result of these reviews ispassed on to the HGL board during the salary review andperformance incentive processes.
	2: Structure the board to add value
2.1a)b)	The board of a listed entity should:have a nomination committee which:1.has at least three members, a majority ofwhom are independent directors; and2.is chaired by an independent director,and disclose:3.the charter of the committee;4.the members of the committee; and5.as at the end of each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings;ORif it does not have a nomination committee, disclosethat fact and the processes it employs to addressboard succession issues and to ensure that the boardhas the appropriate balance of skills, knowledge,experience, independence and diversity to enable it	Partial	HGL partially complieswith this recommendation.There were only two membersof the Nomination and Remuneration Committee(Peter Miller and Julian Constable)until Dr Frank Wolf was added to the Committee in August 2015.In addition, due to the board being composed of three non-independent directors and one independent director, thecompany does not meet the recommendations regarding a majority of independent directors and an independentchair.A copy of the Nomination and Remuneration Committee Charter can be found athttp://www.hgl.com.au/about/corporate-governanceCommittee attendance details are included in the Annual Report for each year.
2.2	to discharge its duties and responsibilitieseffectively.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 its	Part year	The board has developed a skills matrix that outlines the mix of skills and experience the board is looking to achievein its membership. The skills identified will be used in assessing competency requirements for filling any futureboard vacancies.
	membership.		Key skills the board aims to achieveinclude Corporate Governance, e-Commerce, Finance, Importation, Marketing,Risk Management, Strategy Development, Technology, Capital raising and Investor relations.

Principle	Compliancefor full year	Commentary
A listed entity should disclose:2.3	Full	The board currently consists of one independent director, Dr Frank Wolf, and three non-independent directors.
a)the namesof the directors considered by the boardto be independent directors;		Peter Miller and JulianConstable are not considered to be independent due to their relationship with substantial
b)if a director has an interest, position, association or		shareholders of the Company. Kevin Eley is not considered to be independent due to his previous role as CEO of HGL
relationship of the type described in Box 2.3 but the		prior to joining the board.
board is of the opinion that it does not compromisethe independence of thedirector, the nature of the		Notwithstanding the technical classification of directors as non-independent, alldirectors act independently in board
interest, position, association or relationship in		deliberations and discussions, and in the best interests of shareholders as a whole.
question and an explanation of why the board is ofthat opinion; and		Director length of service is outlined in the Directors report in the Annual Report each year.
c)the length of service of each director.
A majority of the board of a listed entity should be2.4	Non	HGL does not comply with this recommendation, however notwithstanding the technical classification of directors as
independent directors.	compliance	non-independent, alldirectors act independently in board deliberations and discussions, and in the best interests of
		shareholders as a whole
The chair of the board of a listed entity should be an2.5	Non	HGL does not comply with this recommendation, however notwithstanding the technical classification of directors as
independent director and, in particular, should not	compliance	non-independent, alldirectors act independently in board deliberations and discussions, and in the best interests of
be the same person as the CEO of the entity.		shareholders as a whole
2.6A listed entity should have a program for inducting	Part year	During the year a formal induction program for new directors was signed off, which sets out the expectations of the
new directors and provide appropriate professionaldevelopment opportunities for directors to develop		Chair, the new director, and seniormanagement to ensure that a new director is able to contribute effectively andwith understanding from the time of their appointment.
and maintain the skills and knowledge needed to
perform their role as directors effectively.
3: Act ethically and responsibly
3.1A listed entity should:	Full	HGL complies with this recommendation.
a)have a code of conduct for its directors, seniorexecutives and employees; and		The code of conduct can be found at http://www.hgl.com.au/about/corporate-governance
b)disclose that code or a summary of it.
4: Safeguard integrity in corporate reporting

Principle		Compliancefor full year	Commentary
4.1a)b)	The board of a listed entity should:have an audit committee which:1.has at least three members, all of whomare non-executive directors and a majorityof whom are independent directors; and2.is chaired by an independent director, whois not the chair of the board,and disclose:3.the charter of the committee;4.the relevant qualifications and experienceof the members of the committee; and5.in relation to each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings;ORif it does not have an audit committee, disclose thatfact and the processes it employs that independentlyverify and safeguard the integrity of its corporatereporting, including the processes for theappointment and removal of the external auditorand the rotation of the audit engagement partner.	Partial	HGL partially complieswith this recommendation, as the Audit Committee exists with three members (Frank Wolf(Chair), Peter Miller & Kevin Eley), howeveronly the Chairman is considered independent under the ASXrecommendations. It is not currently possible for HGL to fully comply with this recommendation due to thecomposition of the board.A copy of the Audit Committee charter can be found at http://www.hgl.com.au/about/corporate-governance
4.2	The board of a listed entity should, before itapproves the entity's financial statements for afinancial period, receive from its CEO andCFO adeclaration that, in their opinion, the financialrecords of the entity have been properly maintainedand that the financial statements comply with theappropriate accounting standards and give a trueand fair view of the financial position andperformance of the entity and that the opinion hasbeen formed on the basis of a sound system of riskmanagement and internal control which is operatingeffectively.	Full	HGL complieswith this recommendation, with this declaration provided to the Board via the Audit Committee foreach half year reporting period,prior to the board approving and signing the financial statements.
4.3	A listed entity that has an AGM should ensure thatits external auditor attends its AGM and is availableto answer questions from security holders relevantto the audit.	Full	HGL complies with this recommendation, with the signing audit partner in attendance at the AGM, or in theirabsence, another partner involved in the audit from the Auditor's firm (Deloittes).

Principle		Compliancefor full year	Commentary
	5: Make timely and balanced disclosure
5.1a)b)	A listed entity should:have a written policy for complying with itscontinuous disclosure obligations under the ListingRules; anddisclose that policy or a summary of it.	Full	HGL complieswith recommendation.A copy of the continuous disclosure policy can be found at http://www.hgl.com.au/about/corporate-governance
	6: Respect the rights of security holders
6.1	A listed entity should provide information aboutitself and its governance to investors via its website.	Full	HGL complies with this recommendation.All governance documents can be found at http://www.hgl.com.au/about/corporate-governance
6.2	A listed entity should design and implement aninvestor relations program to facilitate effectivetwo-way communication with investors.	Full	HGLunderstands the importance of engaging with existing and potential investors.Contact details for the company and its share registry are provided on the HGL website, which allows shareholders tocontact the company. Company announcements are made available on the website and distributed via email toregistered users. Shareholders are sent updates following the release of half and full year results and the AGM.The company will respond to any enquiries that may be made from time to time.Shareholders are encouraged to attend any General Meeting of the company, and are given the opportunity to askquestions at that time.
6.3	A listed entity should disclose the policies andprocesses it has in place to facilitate and encourageparticipation at meetings of security holders.	Full	Shareholders are encouraged to attend any General Meeting of the company, and are given the opportunity to askquestions at that time. Shareholders are also given the opportunity to ask questions in advance of the meeting.
6.4	A listed entity should give security holders the optionto receive communications from, and sendcommunications to, the entity and its securityregistry electronically.7: Recognise and manage risk	Full	Shareholders are encouraged to deal with both the company and the share registryelectronically, with contactdetails listed on the HGL website.

Principle	Compliancefor full year	Commentary
The board of a listed entity should:7.1a)have a committee or committees to oversee risk,each of which:1.has at least three members, a majority ofwhom are independent directors; and2.is chaired by an independent director,and disclose:3.the charter of the committee;4.the members of the committee; and5.as at the end of each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings;ORb)if it does not have a risk committee or committeesthat satisfy (a) above, disclose that fact and theprocesses it employs for overseeing the entity's riskmanagement framework.	Full	HGL does not have a separate risk committee, as the board considers risk an important area for all directors to befocussed on, and the size of the board allows risk issues to be considered adequately at full board meetings.Enterprise Risk Management is a standing item on the board timetable, with management providing an annualdetailed review of the risk framework, and quarterly updates on individual risk items. Where the assessment of arisk changes during the year, this is brought to the board's attention as soon as practical, rather than waiting for thenext scheduled risk discussion.
The board or a committee of the board should:7.2a)review the entity's risk management framework atleast annually to satisfy itself that it continues to besound; andb)disclose, in relation to each reporting period,whether such a review has taken place.	Full	Enterprise Risk Management is a standing item on the board timetable, with management providing an annualdetailed review of the risk framework, and quarterly updates on individual risk items. Where the assessment of arisk changes during the year, this is brought to the board's attention as soon as practical, rather than waiting for thenext scheduled risk discussion.These reviews occurred during the period.
7.3A listed entity should disclose:a)if it has an internal audit function, how the functionis structured and what role it performs; ORb)if it does not have an internal audit function, thatfact and the processes it employs for evaluating andcontinually improving the effectiveness of its riskmanagement and internal control processes.	Partial	HGL utilises reports generated by the external auditors as part of their half year review and full year audit to identifyinternal control weaknesses, and then act on them accordingly.In addition, HGL employeeshave conducted ad-hoc reviews of internal control areas across the business units duringthe period. The establishment of a formalised internal audit process, conducted by HGL employees and with inputfrom the external auditors, is a KPI requirement for the HGL Chief Financial Officer during the 2016 financial year.
A listed entity should disclose whether it has any7.4material exposure to economic, environmental andsocial sustainability risks and, if it does, how itmanages or intends to manage those risks.8: Remunerate fairly and responsibly	Part year	In prior periods, HGL's commentary on risk has been focused around risk controls rather than the specific risksthemselves. The Operating and Financial Review in the 2015 Annual Report includes a summary of key risks faced bythe Group and how those risks are mitigated.

Principle		Compliance	Commentary
8.1a)b)	The board of a listed entity should:have a remuneration committee which:1.has at least three members, a majority ofwhom are independent directors; and2.is chaired by an independent director,and disclose:3.the charter of the committee;4.the members of the committee; and5.as at the end of each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings;ORif it does not have a remuneration committee,disclose that fact and the processes it employs forsetting the level and composition of remunerationfor directors and senior executives and ensuring thatsuch remuneration is appropriate and not excessive.	for full yearPartial	HGL partially complieswith this recommendation.There were only two membersof the Nomination and Remuneration Committee(Peter Miller and Julian Constable)until Dr Frank Wolf was added to the Committee in August 2015.In addition, due to the board being composed of three non-independent directors and one independent director, thecompany does not meet the recommendationsregarding a majority of independent directors and an independentchair.A copy of the Nomination and Remuneration Committee Charter can be found athttp://www.hgl.com.au/about/corporate-governanceCommittee attendance details are included in the Annual Report for each year.
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.	Full	HGLcomplies with this recommendation, with the Remuneration Reportcontaining a discussion aroundremuneration policies.
8.3a)b)	A listed entity which has an equity-basedremuneration scheme should:have a policyon whether participants are permittedto enter into transactions (whether through the useof derivatives or otherwise) which limit the economicrisk of participating in the scheme; anddisclose that policy or a summary of it.	Notapplicable	HGL did not have an equity-based remuneration scheme during the 2015 financial year.The board adopted an updated share trading policy during the year which prohibits the use of hedging typetransactions to protect against share price fluctuations on shares that are unvested or subject to a trading lock.There is also a prohibition on employees using HGL securities as security against any type of financial product, suchas margin loans.