SCHOOLBLAZER LIMITED — Governance Information 2016

Nov 21, 2016

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 2016

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: 22/11/2016

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 and responsibilities of ourboard and management(including those matters expressly reservedto the board and those delegatedto management):Xat www.hgl.com.au/about/corporate-governance
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.	the factthat we follow this recommendation:Xin our Corporate Governance Statement
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 listed entity should:(a)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;(b)disclose that policy or a summary of it; and(c)disclose 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 WorkplaceGender Equality Act, the entity's most recent "GenderEquality Indicators", as defined in and published underthat Act.	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 progresstowardsachieving them:Xin our Corporate Governance Statementand the information referred to in paragraphs (c)(1) or (2):Xin our Corporate Governance Statement
1.61.7	A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; and(b)disclose, in relation to each reporting period, whether aperformance evaluation was undertaken in the reportingperiod in accordance with that process.A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of its senior executives; and(b)disclose, in relation to each reporting period, whether a	the evaluationprocess referred to in paragraph (a):Xin our Corporate Governance Statementand the information referred to in paragraph (b):Xin our Corporate Governance Statementthe evaluationprocess referred to in paragraph (a):Xin our Corporate Governance Statement
	performance evaluation was undertaken in the reportingperiod in accordance with that process.	and 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 entityshould:(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 thecharter 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
A listed entity should have and disclose a board skills matrix2.2setting 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
2.3A 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 ofthe 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
A listed entity should have a program for inducting new directors2.6and provide appropriate professional development opportunitiesfor directors to develop and maintain the skills and knowledgeneeded to perform their role as directors effectively.		our copy of our board induction program:Xat www.hgl.com.au/about/corporate-governance
PRINCIPLE 3 –	ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should:(a)have a code of conduct for its directors, senior executivesand employees; and(b)disclose that code or a summary of it.	our codeof conduct or a summary of it:Xat www.hgl.com.au/about/corporate-governance

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 a majority 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 it employs that independently verify andsafeguard the integrity of its corporate reporting, includingthe processes for the appointment and removal of theexternal auditor and the rotation ofthe 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 2016 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 andperformanceof 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 listedentity 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, and send 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 MANAGE RISK
7.1	The board of a listed entity should:(a)have a committee or committees to oversee risk, each ofwhich:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the 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 thatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework.	the fact that we do not have a risk committeeor committees thatsatisfy (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.	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 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)ifit 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 2016 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 22 November 2016, 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), as released in March 2014.

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
• Partial this recommendation was only partially complied with during the year, and HGL continued to not comply with the recommendation at 30 September 2016
• 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:	Full	The Company's Board Charter outlines the roles and responsibilities of the board and
a)	the respective roles and responsibilities of its board and management; and		management, and can be found at http://www.hgl.com.au/about/corporate
b)	those matters expressly reserved to the board and those delegated to		governance
	management.
1.2	A listed entity should:	Full	The Company'sNomination & Remuneration Committee Charter explicitly requires
a)	undertake appropriate checks before appointing a person, or putting forward		these checks to be undertaken. A copy of the charter can be found at
	to security holders a candidate for election, as a director; and		http://www.hgl.com.au/about/corporate-governance
b)	provide security holders with all material information in its possession
	relevant to a decision on whether or not to elect or re-elect a director.		The Explanatory Information attached to the AGM Notice of Meeting includes all
			relevant information to assist shareholders to decide on whether or not to elect or
			re-elect a director.

Principle		Compliance	Commentary
		for full year
1.3	A listed entity should have a written agreement with each director and senior	Full	Each Director and senior Executive has a written agreement in place.
	executive setting out the terms of their appointment.
1.4	The company secretary of a listed entity should be accountable directly to the	Full		The role of the company secretary has had dual accountability, with matters to do
	board, through the chair, on all matters to do with the proper functioning of			with the operation of the board accountable to the board, and other matters
	the board.		formalised through its inclusion in the Board Charter.	relevant to the role accountable to the Chief Executive Officer. This accountability is
1.5	A listed entity should:	Full	A copy of the Company's diversity policy can be found at
a)	have a diversity policy which includes requirements for the board or a		http://www.hgl.com.au/about/corporate-governance
	relevant committee of the board to set measurable objectives for achieving
	gender diversity and to assess annually both the objectives and the entity's		The gender diversity objectives and progress toward them are as follows:
	progress in achieving them;		Objective	Progress in achieving objective
b)	disclose that policy or a summary of it; and		Encourage a diverse workforce at	The company supports the promotion of
c)	disclose as at the end of each reporting period the measurable objectives for		all levels of the Company	women to board and management roles
	achieving gender diversity set by the board or a relevant committee of the			within all Group entities.
	board in accordance with the entity's diversity policy and its progress towards			As at 30 September 201662%of the
	achieving them and either:			workforce were female.
	1.the respective proportions of men and women on the board, in			35%of employees who earned more than
	senior executive positions and across the whole organisation			$100,000 in 2016 were female.
	(includinghow the entity has defined "senior executive" for these		20% female representation on HGL	This objective was achieved in 2016 with the
	purposes); or		Ltd board by 2018	appointment of Cheryl Hayman to the HGL
	2.if the entity is a "relevant employer" under the Workplace Gender			board of directors.
	Equality Act, the entity's most recent "Gender Equality Indicators",		Promote a safe work environment	The board takes action against
	as defined in and published under that Act.		by taking action against	discrimination and harassment within the
			inappropriate workplace and	Company.
			business behaviour
			Ensure appointments are based on	The best person is appointed to the role
			merit	regardless of age, gender or ethnicity.
				During the year, 64%of new appointments
				were female
			Provide supportive HR policies to	Family friendly workplace policies are in
			encourage diversity	place
				Training programs are offered and provided
				to all employees

Principle		Compliance	Commentary
1.6a)b)	A listed entity should:have and disclose a process for periodically evaluating the performance ofthe board, its committees and individual directors; anddisclose, in relation to each reporting period, whether a performanceevaluation was undertaken in the reporting period in accordance with thatprocess.	for full yearFull	During the year a board evaluation process was undertaken that considered theperformance of the board and its committees. This process involved the use ofconfidential questionnaires completed by each director and reviewed by theChairman, with relevant feedback being given to the board.The Chairman continues to review the performance of individual directors on anongoing basis, and provides confidential feedback where required. The performanceof the Chairman is monitored by the Chair of the Audit Committee.
1.7a)b)	A listed entity should:have and disclose a process for periodically evaluating the performance of itssenior executives; anddisclose, in relation to each reporting period, whether a performanceevaluation was undertaken in the reporting period in accordance with thatprocess.	Full	The performance of the Chief Executive Officer is reviewed on an ongoing basis bythe Board as a whole, and each year as part of the annual salary review andperformance incentive consideration.The performance of the direct reports to the CEO is reviewed by the CEO through theannual formal performance appraisal process. The result of these reviews ispassedon to the HGL board during the salary review and performance 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 of whom are independentdirectors; 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, the number of times thecommittee met throughout the period and the individualattendances of the members at those meetings;ORifit does not have a nomination committee, disclose that fact and theprocesses it employs to address board succession issues and to ensure thatthe board has the appropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge its duties andresponsibilities effectively.	Partial	HGL partially complieswith this recommendation, as the Nomination andRemuneration Committeeexists with three members (Peter Miller, Julian Constableand Frank Wolf), however onlyDr Wolfis considered independent under the ASXrecommendations.It is not possible for HGL to fully comply with this recommendation due to thecomposition of the board.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.

Principle		Compliancefor full year	Commentary
2.2	A listed entity should have and disclose a board skills matrix setting out themix of skills and diversity that the board currently has or is looking to achievein its membership.	Full	The board has developed a skills matrix that outlines the mix of skills and experiencethe board is looking to achieve in its membership. The skills identified will be used inassessing competency requirements for filling any future board vacancies.Key skills the board aims to achieve include Corporate Governance, e-Commerce,Finance, Importation, Marketing, Risk Management, Strategy Development,Technology, Capital raising and Investor relations.
2.3a)b)c)	A listed entity should disclose:the names of the directors considered by the board to be independentdirectors;if a director has an interest, position, association or relationship of the typedescribed in Box 2.3 but the board is of the opinion that it does notcompromise the independence of the director, the nature of the interest,position, association or relationship in question and an explanation of whythe board is of that opinion; andthe length of service of each director.	Full	The board currently consists of one independent director, Dr Frank Wolf, and threenon-independent directors.Peter Miller and JulianConstable are not considered to be independent due to theirrelationship with substantial shareholders of the Company. Kevin Eley is notconsidered to be independent due to his previous role as CEO of HGL prior to joiningthe board.Notwithstanding the technical classification of directors as non-independent, alldirectors act independently in board deliberations and discussions, and in the bestinterests of shareholders as a whole.Director length of service is outlined in the Directors report in the Annual Reporteach year.
2.4	A majority of the board of a listed entity should be independent directors.	Noncompliance	HGL does not comply with this recommendation, however notwithstanding thetechnical classification of directors asnon-independent, all directors actindependently in board deliberations and discussions, and in the best interests ofshareholders as a whole
2.5	The chair of the board of a listed entity should be an independent directorand, in particular, should not be the same person as the CEO of the entity.	Noncompliance	HGL does not comply with this recommendation, however notwithstanding thetechnical classification of directors as non-independent, all directors actindependently in board deliberations and discussions, and in the best interests ofshareholders as a whole
2.6	A listed entity should have a program for inducting new directors and provideappropriate professional development opportunities for directors to developand maintain the skills and knowledge needed to perform their role asdirectors effectively.3: Act ethically and responsibly	Full	HGL complies with this recommendation.The Director induction program can be found athttp://www.hgl.com.au/about/corporate-governance

Principle		Compliancefor full year	Commentary
3.1a)b)	A listed entity should:have a code of conduct for its directors, senior executives and employees; anddisclose that code or a summary of it.	Full	HGL complies with this recommendation.The code of conduct can be found at http://www.hgl.com.au/about/corporategovernance
4.1	4: Safeguard integrity in corporate reportingThe board of a listed entity should:	Partial	HGL partially complies with this recommendation, as the Audit Committee exists
a)b)	have an audit committee which:1.has at least three members, all of whom are non-executive directorsand a majority of whom are independent directors; and2.is chaired by an independent director, who is not the chair of theboard,and disclose:3.the charter of the committee;4.the relevant qualifications and experience of the members of thecommittee; and5.in relation to each reporting period, the number of times thecommittee met throughout the period and the individualattendances of the members at those meetings;ORif it does not have an audit committee, disclose that fact and the processes itemploys that independently verify and safeguard the integrity of its corporatereporting, including the processes for the appointment and removal of theexternal auditor and the rotation of the audit engagement partner.		with three members (Frank Wolf(Chair), Peter Miller & Kevin Eley), however only theChairman is considered independent under the ASX recommendations. It is notcurrently 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 athttp://www.hgl.com.au/about/corporate-governanceCommittee attendance details are included in the Annual Report for each year.
4.2	The board of a listed entity should, before it approves the entity's financialstatements for a financial period, receive from its CEO and CFO a declarationthat, in their opinion, the financial records of the entity have been properlymaintained and that the financial statements comply with the appropriateaccounting standards and give a true and fair view of the financial positionand performance of the entity and that the opinion has been formed on thebasis of a sound system of risk management and internal control which isoperating effectively.	Full	HGL complies with this recommendation, with this declaration provided to the Boardvia the Audit Committee for each half year and full year reporting period,prior to theboard approving and signing the financial statements.
4.3	A listed entity that has an AGM should ensure that its external auditorattends its AGM and is available to answer questions from security holdersrelevant to the audit.	Full	HGL complies with this recommendation, with the signing audit partner inattendance at the AGM, or in their absence, another partner involved in the auditfrom the Auditor's firm (Deloittes).

Principle	Compliance	Commentary
	for full year
5: Make timely and balanced disclosure
5.1A listed entity should:	Full	HGL complieswith recommendation.
a)have a written policy for complying with its continuous disclosure obligations
under the Listing Rules; and		A copy of the continuous disclosure policy can be found at
b)disclose that policy or a summary of it.		http://www.hgl.com.au/about/corporate-governance
6: Respect the rights of security holders
6.1A listed entity should provide information about itself and its governance toinvestors via its website.	Full	HGL complies with this recommendation.
		All governance documents can be found at
		http://www.hgl.com.au/about/corporate-governance
6.2A listed entity should design and implement an investor relations program to	Full	HGLunderstands the importance of engaging with existing and potential investors.
facilitate effective two-way communication with investors.
		Contact details for the company and its share registry are provided on the HGL
		website, which allows shareholders to contact the company. Company
		announcements are made available on the website and distributed via email to
		registered users. Shareholders are sent updates following the release of half and fullyear 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 ask questions at that time.
6.3A listed entity should disclose the policies and processes it has in place to	Full	Shareholders are encouraged to attend any General Meeting of the company, and
facilitate and encourage participation at meetings of security holders.		are given the opportunity to ask questions at that time. Shareholders are also given
		the opportunity to ask questions in advance of the meeting.
A listed entity should give security holders the option to receive6.4	Full	Shareholders are encouraged to deal with both the company and the share registry
communications from, and send communications to, the entity and its		electronically, with contact details listed on the HGL website.
security registry electronically.
7: Recognise and manage risk

Principle		Compliance	Commentary
7.1a)b)	The board of a listed entity should:have a committee or committees to oversee risk, each of which:1.has at least three members, a majorityof whom are independentdirectors; 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, the number of times thecommittee met throughout the periodand the individualattendances of the members at those meetings;ORif it does not have a risk committee or committees that satisfy (a) above,disclose that fact and the processes it employs for overseeing the entity's riskmanagement framework.	for full yearFull	HGLdoes not have a separate risk committee, as the board considers risk animportant area for all directors to be focussed on, and the size of the board allowsrisk issues to be considered adequately at full board meetings.Enterprise Risk Management is a standing item on the board timetable, withmanagement providing an annual detailed review of the risk framework, andquarterly updates on individual risk items. Where the assessment of a risk changesduring the year, this is brought to the board's attention as soon as practical, ratherthan waiting for the next scheduled risk discussion.
7.2a)b)	The board or a committee of the board should:review the entity's risk management framework at least annually to satisfyitself that it continues to be sound; anddisclose, in relation to each reporting period, whether such a review hastaken place.	Full	Enterprise Risk Management is a standing item on the board timetable, withmanagement providing an annual detailed review of the risk framework, andquarterly updateson individual risk items. Where the assessment of a risk changesduring the year, this is brought to the board's attention as soon as practical, ratherthan waiting for the next scheduled risk discussion.These reviews occurred during the period.
7.3a)b)	A listed entity should disclose:if it has an internal audit function, how the function is structured and whatrole it performs; ORif it does not have an internal audit function, that fact and the processes itemploys for evaluating and continually improving the effectiveness of its riskmanagement and internal control processes.	Partial	HGL utilises reports generated by the external auditors as part of their half yearreview and full year audit to identify internal control weaknesses, and then act onthem accordingly.The establishment of a formalised internal audit process, conducted by HGLemployees and with input from the external auditors, was completed during the2016 financial year.
7.4	A listed entity should disclose whether it has any material exposure toeconomic, environmental and social sustainability risks and, if it does, how itmanages or intends to manage those risks.	Full	The Operating and Financial Review contained within the Annual Report includes asummary of key risks faced by the Group and how those risks are mitigated.
8: Remunerate fairly and responsibly

Principle		Compliance	Commentary
		for full year
8.1a)b)	The board of a listed entity should:have a remuneration committee which:1.has at least three members, a majority of whom are independentdirectors; and2.is chaired by anindependent director,and disclose:3.the charter of the committee;4.the members of the committee; and5.as at the end of each reporting period, the number of times thecommittee met throughout the period and the individualattendances of the members at those meetings;ORif it does not have a remuneration committee, disclose that fact and theprocesses it employs for setting the level and composition of remunerationfor directors and senior executives and ensuring that such remuneration isappropriate and notexcessive.	Partial	HGL partially complieswith this recommendation, as the Nomination andRemuneration Committee exists with three members (Peter Miller, Julian Constableand Frank Wolf), however only Dr Wolf is considered independent under the ASXrecommendations.It is not possible for HGL to fully comply with this recommendation due to thecomposition of the board.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 policies andpractices regardingthe remuneration of non-executive directors and the remuneration ofexecutive directors and other senior executives.	Full	HGLcomplies with this recommendation, with the Remuneration Reportcontaining adiscussion around remuneration policies.
8.3a)b)	A listed entity which has an equity-based remuneration scheme should:have a policy on whether participants are permitted to enter intotransactions (whether through the use of derivatives or otherwise) whichlimit the economic risk 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 2016financialyear.A copy of the HGL Share Trading Policy prohibits the use of hedging type transactionsto protect against share price fluctuations on shares that are unvested or subject to atrading lock. There is also a prohibition on employees using HGL securities assecurity against any type of financial product, such as margin loans.A copy of the policy can be found at http://www.hgl.com.au/about/corporategovernance