SCHOOLBLAZER LIMITED — Governance Information 2020

Nov 29, 2020

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 2020

Our corporate governance statement for the above period above can be found at www.hgl.com.au/about/corporate-governance, and as an attachment to this Appendix 4G.

The Corporate Governance Statement is accurate and up to date as at 30 November 2020 and has been approved by the board.

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

Date: 30/11/2020

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)provide security 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 tomeasurable objectives for achieving gender diversity and toassess annually both the objectives and the entity's progressin achieving them;(b)disclosethat 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 itsachieving 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)if the entity is a "relevant employer" under the WorkplaceGender Equality Act, the entity's most recent "GenderEquality Indicators", as defined in and published under	setprogress towards	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
1.61.7	that Act.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 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 Statementthe 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 2020Annual 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
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 andanexplanation 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 2020Annual 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:	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 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 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 2020Annual 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 systemof 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, 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
7.17.2	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 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	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 2020Annual Reportthe fact that board or a committee of the board reviews the entity's riskmanagement framework at least annually to satisfy itself that itcontinues to be sound:	Xan explanationwhy that is so in our Corporate GovernanceStatement
7.3	(b)disclose, in relation to each reporting period, whether sucha review has taken place.A listed entity should disclose:(a)if it has an internal audit function, how the function is	Xin our Corporate Governance Statementand that such a review has taken place in the reporting period coveredby this Appendix4G:Xin our Corporate Governance Statement	Xan explanationwhy that is so in our Corporate Governance
	structured 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	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 …
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
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 2020Annual 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 2020AnnualReport
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

HGL Limited

Corporate Governance Statement

Introduction

This HGL Ltd Corporate Governance statement is current at 30 November 2020, 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 in full at 30 September 2020
• 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		Compliancefor full year	Commentary
	1: Lay foundations for management and oversight
1.1a)b)	A listed entity should disclose:the respective roles and responsibilities of its board and management; andthose matters expressly reserved to the board and those delegated tomanagement.	Full	The Company's Board Charter outlines the roles and responsibilities of the board andmanagement, and can be found at http://www.hgl.com.au/about/corporategovernance
1.2a)b)	A listed entity should:undertake appropriate checks before appointing a person, or putting forwardto security holders a candidate for election, as a director; andprovide security holders with all material information in its possessionrelevant to a decision on whether or not to elect or re-elect a director.	Full	The Company'sNomination & Remuneration Committee Charter explicitly requiresthese checks to be undertaken. A copy of the charter can be found athttp://www.hgl.com.au/about/corporate-governanceThe Explanatory Information attached to the AGM Notice of Meeting includes allrelevant information to assist shareholders to decide on whether or not to elect orre-elect a director.

Principle		Compliancefor full year	Commentary
1.3	A listed entity should have a written agreement with each director and seniorexecutive setting out the terms of their appointment.	Full	Each Director and senior Executive has a written agreement in place.
1.4	The company secretary of a listed entity should be accountable directly to theboard, through the chair, on all matters to do with the proper functioning ofthe board.	Full	formalised through its inclusion in the Board Charter.	The role of the company secretary has had dual accountability, with matters to dowith the operation of the board accountable to the board, and other mattersrelevant to the role accountable to the Chief Executive Officer. This accountability is
1.5a)	A listed entity should:have a diversity policy which includes requirements for the board or arelevant committee of the board to set measurable objectives for achievinggender diversity and to assess annually both the objectives and the entity's	Full	A copy of the Company's diversity policy can be found athttp://www.hgl.com.au/about/corporate-governanceThe gender diversity objectives and progress toward them are as follows:
	progress in achieving them;		Objective	Progress in achieving objective
b)c)	disclose that policy or a summary of it; anddisclose as at the end of each reporting period the measurable objectives forachieving gender diversity set by the board or a relevant committee of theboard in accordance with the entity's diversity policy and its progress towardsachieving them and either:1.the respective proportions of men and women on the board, insenior executive positions and across the whole organisation(including how the entity has defined "senior executive" for thesepurposes); or2.if the entity is a "relevant employer" under the Workplace GenderEquality Act, the entity's most recent "Gender Equality Indicators",as defined in and published under that Act.		Encourage a diverse workforce atall levels of the Company25% female representation onHGL Ltd board	The company supports the promotion ofwomen to board and management roles withinall Group entities.As at 30 September 202038% of the workforcewere female, and 29% of employeesconsidered in our "HGL Level5 Leadership"group were female. Level 5 leaders aremanagement positions reporting to either theHGL Ltd CEO or function head roles withinbusiness units.HGL had met this objective prior to theresignation of The Hon. Helen Coonan in June
			Promote a safe work environmentby taking action againstinappropriate workplace and	2020. At the date of this report, HGL had 20%female representation on the board ofdirectors.The board takes action against discriminationand harassment withinthe Company.
			business behaviour
			Ensure appointments are basedon merit	The best person is appointed to the roleregardless of age, gender or ethnicity.During the year53%of new appointments andpromotions were female.
			Provide supportive HR policies toencourage diversity	Family friendly workplace policies are in placeTraining programs are offered and provided toall 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 yearPartial	The board did not undertake a formal periodic evaluation during the FY20 year, asboard and management resources during the period when a review would ordinarilybe undertaken were engaged on other strategic matters, and a number of changes ofpersonnel at board level were occurring. The board agreed to postpone this reviewuntil a more appropriate period in the FY21 year.
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 salaryreview 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;ORif it 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	During July 2020, the board resolved to absorb the function of the Nomination andRemuneration Committee into its direct remit.The Nomination and Remuneration Committee Charter (which can be found athttp://www.hgl.com.au/about/corporate-governance)continuesto be thereferencepoint for the board on matters relevant to board structure, including boardcomposition and balance.Cheryl Hayman, an independent Director who was previously the Chair of thisCommittee, continues to be the designated lead director on nomination andremuneration matters.

Principle		Compliance	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.	for full yearFull	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 theboard 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 oneindependent director, Cheryl Hayman, and fournon-independent directors.Peter Miller, Joseph Constable and Sandy Beard are not considered to beindependent due to their relationship with substantial shareholders of the Company.Kevin Eley is not considered to be independent due to his previous role as CEO ofHGL prior to joining the boardand his length of service.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 as non-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 directorsas 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.	Full	HGL complies with this recommendation.

Principle		Compliance	Commentary
		for full year
3: Act ethically and responsibly
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: Safeguard integrity in corporate reporting
4.1a)b)	The board of a listed entity should: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.	Partial	During July 2020, the board resolved to absorb the function of the Audit and RiskCommittee into its direct remit.The Audit and Risk Committee Charter (which can be found athttp://www.hgl.com.au/about/corporate-governance)continuesto be thereferencepoint for the board on matters relevant to financial and corporate reporting, andaudit matters.Kevin Eley, who was previously the Chair of this Committee, continues to be thedesignated lead director on audit and reporting matters.
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 Boardfor each half year and full year reporting period, prior to the board approving andsigning the financial statements.

Principle		Compliancefor full year	Commentary
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 (Deloitte).
	5: Make timely and balanced disclosure
5.1a)b)	A listed entity should:have a written policy for complying with its continuous disclosure obligationsunder the Listing Rules; anddisclose that policy or a summary of it.	Full	HGL complies with recommendation.A copy of the continuous disclosure policy can be found athttp://www.hgl.com.au/about/corporate-governance
	6: Respect the rights of security holders
6.1	A 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 athttp://www.hgl.com.au/about/corporate-governance
6.2	A listed entity should design and implement an investor relations program tofacilitate effective two-way communication with investors.	Full	HGL understands the importance of engaging with existing and potential investors.Contact details for the company and its share registry are provided on the HGLwebsite, which allows shareholders to contact the company. Companyannouncements are madeavailable on the website and distributed via email toregistered 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, andare given the opportunity to ask questions at that time.
6.3	A listed entity should disclose the policies and processes it has in place tofacilitate and encourage participation at meetings of security holders.	Full	Shareholders are encouraged to attend any General Meeting of the company, andare given the opportunity to ask questions at that time. Shareholders are also giventhe opportunity to ask questions in advance of the meeting.
6.4	A listed entity should give security holders the option to receivecommunications from, and send communications to, the entity and itssecurity registry electronically.	Full	Shareholders are encouraged to deal with both the company and the share registryelectronically, with contact details listed on the HGL website.

Principle		Compliance	Commentary
	for full year7: Recognise and manage risk
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 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;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 riskmanagementframework.	Full	During July 2020, the board resolved to absorb the function of the Audit and RiskCommittee into its direct remit.Responsibility for the oversight of group risk now sits with the full Board of Directors.Enterprise Risk Management is astanding item on the board timetable, withmanagement providing an annual detailed review of the risk framework, and regularscheduled 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 astanding item on the board timetable, withmanagement providing an annual detailed review of the risk framework, and regularscheduled 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.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.HGL currently does not have a formalised internal audit process, with internalreviews conducted by HGL employees on an ad hoc basis.
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 Directors report contained within the Annual Report includes a summary of keyrisks faced by the Group and how those risks are mitigated.

Principle		Compliance	Commentary
		for full year
	8: Remunerate fairly and responsibly
8.1	The board of a listed entity should:	Partial	During July 2020, the board resolved to absorb the function of the Nomination and
a)	have a remuneration committee which:		Remuneration Committee into its direct remit.
	1.has at least three members, a majority of whom are independent
	directors; and		The Nomination and Remuneration Committee Charter (which can be found at
	2.is chaired by an independent director,		http://www.hgl.com.au/about/corporate-governance)continuesto be thereference
	and disclose:		point for the board on matters relevant to remuneration matters, including directors
	3.the charter of the committee;		fees and KMP fixed and variable remuneration.
	4.the members of the committee; and
	5.as at the end of each reporting period, the number of times the		The board will engage with external remuneration consultants on an ad hoc basis to
	committee met throughout the period and the individual		benchmark KMP remuneration levels.
	attendances of the members at those meetings;
	OR		Cheryl Hayman, an independent Director who was previously the Chair of this
b)	if it does not have a remuneration committee, disclose that fact and the		Committee, continues to be the designated lead director on nomination and
	processes it employs for setting the level and composition of remuneration		remuneration matters.
	for directors and senior executives and ensuring that such remuneration isappropriate and not excessive.
8.2	A listed entity should separately disclose its policies and practices regarding	Full	HGLcomplies with this recommendation, with the Remuneration Report containing a
	the remuneration of non-executive directors and the remuneration of		discussion around remuneration policies.
	executive directors and other senior executives.
8.3	A listed entity which has an equity-based remuneration scheme should:	Not	TheHGL Share Trading Policy prohibits the use of hedging type transactions to
a)	have a policy on whether participants are permitted to enter into	applicable	protect against share pricefluctuations on shares that are unvested or subject to a
	transactions (whether through the use ofderivatives or otherwise) which		trading lock. There is also a prohibition on employees using HGL securities as
	limit the economic risk of participating in the scheme; and		security against any type of financial product, such as margin loans.
b)	disclose that policy or a summary of it.
			A copy of the policy can be found at http://www.hgl.com.au/about/corporate
			governance