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SELECT HARVESTS LIMITED Governance Information 2016

Aug 25, 2016

65792_rns_2016-08-25_c65d588d-9458-4cf5-9190-674034f042df.pdf

Governance Information

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Select Harvests Limited

ABN 87 000 721 380

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Corporate Governance Statement

for the year ended 30 June 2016

This statement outlines the key corporate governance practices of the Company which considers the ASX Principles of Good Corporate Governance and Best Practice Recommendations issued by the ASX

Select Harvests Limited

Corporate Governance Statement

30 June 2016

Corporate governance statement

Corporate Governance Council. During the reporting period, the company has been compliant with the ASX Guidelines.

These principles are: Principle 1 – Lay solid foundations for management and oversight Principle 2 – Structure the board to add value Principle 3 – Act ethically and responsibly Principle 4 – Safeguard integrity in corporate reporting Principle 5 – Make timely and balanced disclosure Principle 6 – Respect the rights of shareholders Principle 7 – Recognise and manage risk Principle 8 – Remunerate fairly and responsibly

The statements set out below refer to the above Principles as applicable.

Board of Directors and its Committees

Role of the Board

The Board of Directors of Select Harvests Limited is responsible for the overall corporate governance of the Company. The Board guides and monitors the business and affairs of Select Harvests Limited on behalf of the shareholders by whom they are elected and to whom they are accountable. Details of the Board’s charter are located on the corporate governance section of the Company’s website.

The Board seeks to identify the expectations of the shareholders, as well as other regulatory and ethical expectations and obligations. In addition, the Board is responsible for ensuring that management’s objectives and activities are aligned with the expectations and risks identified by the Board and ensuring arrangements are in place to adequately manage those risks.

To ensure that the Board is well equipped to carry out its responsibilities it has established guidelines for the nomination and selection of Directors and for the operation of the Board. A number of channels are used to source candidates to ensure the company benefits from a diverse range of individuals during the selection process. New directors will receive appointment letters which outline the terms of their appointment.

The Board has delegated responsibility for the operation and administration of the company to the Managing Director and the Executive Management team. The Board ensures that this team is appropriately qualified and experienced to carry out its responsibilities and has in place procedures to assess the performance of the Managing Director and the Executive Management team. The Managing Director and the Executive Management team have a written agreement with the Company setting out the terms of their appointment.

Company Secretary

The Company Secretary, who is accountable to the Board through the Chairman, provides advice and support to the Board and is responsible for all matters to do with the proper functioning of the Board. All directors are able to communicate directly with the Company Secretary and vice versa.

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Select Harvests Limited

Corporate Governance Statement

30 June 2016

Corporate governance statement

Board Processes

To assist in the execution of its responsibilities, the Board established a Remuneration & Nomination Committee, and an Audit and Risk Committee. These Committees have written charters, which are reviewed on a regular basis and are located on the company’s website. The Board has also established a framework for the management of the Company.

The full Board holds twelve scheduled meetings each year, plus any additional meetings at such other times as may be necessary to address any specific matters that may arise. Details of the attendances at meetings of Board and Committees during the reporting period are set out in the Directors’ Report (2016 Annual Report).

The agenda for meetings is prepared and includes the Managing Director's report, financial reports, business segment reports, strategic matters, governance and compliance. Submissions are circulated in advance. Executives are involved in Board discussions where appropriate, and Directors have other opportunities, including visits to operations, for contact with a wider group of employees.

Director Education

The Company has a process to educate new Directors about the nature of the business, current issues, the corporate strategy, and the expectations of the Company concerning performance of Directors. Directors also have the opportunity to visit the facilities of the Company and to meet with management to gain a better understanding of business operations. The Company also provides appropriate professional development opportunities to Directors to maintain the skills and knowledge needed to perform their role as Directors effectively.

Independent Professional Advice and Access to Company Information

Each Director has the right of access to all relevant company information and to the Company's executives and, subject to prior consultation with the Chairman, may seek independent professional advice at the Company's expense.

Composition of the Board

The names of the Directors of the Company in office at the date of this report together with their current and former directorships and length of service are set out in the Directors’ report.

The composition of the Board is determined in accordance with the following ASX principles:

  • The Board should comprise at least four Directors;

  • The Board should maintain a majority of independent non-executive Directors;

  • The Chairperson must be a non-executive director; and

  • The Board should comprise Directors with an appropriate range of qualifications, skills and experience.

The Board assesses the independence of each Director in light of interests known to the Board, as well as those disclosed by each Director. All of the Directors are independent with the exception of Mr Paul Thompson who is the Managing Director of the Company.

The Company website contains the Board responsibility, skills and experience matrix setting out the mix of capability of the current Board in key areas.

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Select Harvests Limited

Corporate Governance Statement

30 June 2016

Corporate governance statement

Remuneration

Remuneration and Nomination Committee

The main objectives of the Remuneration and Nomination Committee are to:

  • 1) Ensure that the board’s responsibilities in relation to compensation of the company’s directors and executives are fulfilled.

  • 2) Recommend parameters for the setting and approval of remuneration, STIP and LTIP for company executives and any incentive scheme for other employees.

  • 3) Ensure that the composition of the Board of Directors is appropriate for the purpose of fulfilling its responsibilities to shareholders in accordance with the law and current governing guidelines issued by the Australian Securities Exchange and other regulatory bodies.

The Chairman of the Board evaluates the performance of each Board member annually in the last quarter of each calendar year. The Chairman of the Audit Committee reviews the performance of the Chairman of the Board in the same period. The performance of each Board member is reviewed against the Board charter and any specific objectives agreed and set by the Board for the Company.

The Committee evaluates the performance of the Managing Director as well as its key management personnel on a yearly basis. It is also responsible for reviewing the share option schemes, incentive performance packages, superannuation entitlements and fringe benefits policies. Remuneration levels are reviewed annually and the Remuneration Committee may obtain independent advice on the appropriateness of remuneration packages, given trends in the marketplace.

The Managing Director is invited to Remuneration and Nomination Committee meetings as required to discuss senior executives' performance and remuneration packages.

Further details of how the Company assesses the performance of the Managing Director and its key management personnel are disclosed in the Remuneration Report.

The members of the Remuneration and Nomination Committee which comprise of 3 independent directors and is chaired by an independent director, who is not the chairman of the Board, are disclosed in the Directors’ Report

The Remuneration and Nomination Committee meets at least two times a year and its attendance record is disclosed in the table of Directors’ meetings.

Further details of the Remuneration and Nomination Committee’s charter are available on the governance section of the Company’s website.

Remuneration Policies

Remuneration levels are set to attract and retain appropriately qualified and experienced Directors and senior executives. The Remuneration Committee may obtain independent advice on the appropriateness of remuneration packages, given trends in the marketplace. Remuneration packages include a mix of fixed remuneration, performance based remuneration, and equity based remuneration.

Executive Directors and senior executives may receive short term incentives based on achievement of specific business plans and performance indicators, which include financial and operational targets relevant to performance at the consolidated entity level, divisional level, or functional level, as applicable, for the

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Select Harvests Limited

Corporate Governance Statement

30 June 2016

Corporate governance statement

financial year. In addition, the consolidated entity offers executive Directors and senior executives’ participation in the long-term incentive scheme involving the issue of performance rights to the employee under the executive long term incentive plan. The plan provides for the offer of a parcel of performance rights to participating employees with a three-year expiry period, exercisable at the market price. The performance rights vest over three years on achievement of the performance hurdles. Furthermore, the plan provides that participants are not permitted to hedge any shares issued to them whilst those shares are held in trust.

Non-executive directors do not receive any performance related remuneration.

Audit and Risk Committee

The Audit and Risk Committee has a documented charter, approved by the Board. All members of the Committee are non-executive directors with a majority being independent, and the Chairman of the Audit and Risk Committee is not the Chairman of the Board of Directors.

The members of the Audit and Risk Committee during the financial year are disclosed in the Directors’ Report.

The external auditors, the Managing Director and Chief Financial Officer are invited to Audit and Risk Committee meetings at the discretion of the Committee, and the external auditor also meets with the Audit Committee during the year without management being present. The Committee met four times during the year and the Committee members’ attendance record is disclosed in the table of Directors’ meetings.

The Managing Director and the Chief Financial Officer have provided a statement in writing to the Board that the Company’s financial reports for the year ended 30 June 2016 present a true and fair view, in all material respects, of the Company’s financial condition and operational results and are in accordance with the appropriate accounting standards. This statement is required for any financial period. Or:

The Managing Director and the Chief Financial Officer report in writing to the Board with declarations that:

  • in their opinion, the financial records of the company have been properly maintained;

  • in their opinion, the financial statements comply with the appropriate accounting standards and give a true and fair view of the company’s financial position and performance; and

  • their opinion has been formed on the basis of a sound system of risk management and internal control, which operates effectively.

The Company’s external auditor, PricewaterhouseCoopers attends the AGM and is available to answer questions from security holders relevant to the audit.

A copy of the audit and risk committee charter and the committee’s duties and responsibilities are available on the corporate governance section of the Company’s website.

The Audit and Risk Committee is committed to ensuring that it carries out its functions in an effective manner. Accordingly, it reviews its charter at least once in each financial year and the company’s risk register has been established in accordance with ISO standards.

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Select Harvests Limited

Corporate Governance Statement

30 June 2016

Corporate governance statement

Risk Management

As the Company does not have an internal audit function, the Board oversees the Company’s risk management framework, which it reviews at least annually to ensure its effectiveness. The Company's areas of focus in respect of risk management practices include, but are not limited to, product safety, occupational health and safety, environment, property, financial reporting and internal control.

The Board is responsible for the overall risk management and internal control framework, but recognises that no cost-effective risk management and internal control system will preclude all errors and irregularities. The Board has the following procedures in place to monitor performance and to identify areas of concern:

  • Strategic planning: The Board reviews and approves the strategic plan that encompasses the Company's strategy, designed to meet the stakeholders' needs and manage business risk. The strategic plan is dynamic and the Board is actively involved in developing and approving initiatives and strategies designed to ensure the continued growth and success of the Company;

  • Risk management framework: The Company’s risk management framework provides a mandate and commitment to risk management, includes the Company’s policy that sets out the Company’s risk objectives and intentions, embeds risk management within business processes, defines accountabilities and responsibilities, outlines a risk reporting schedule and provides mechanisms for monitoring and continuous improvement;

  • Financial reporting: The Board reviews actual results against budgets approved by the Directors and revised forecasts prepared during the year;

  • Functional reporting: Key areas subject to regular or periodical reporting to the Board include, but are not limited to, operational, treasury (including foreign exchange), environmental, occupational health and safety, insurance, and legal matters;

  • Continuous disclosure: A process is in place to identify matters that may have a material effect on the price of the Company's securities and to notify them to the ASX; and

  • Investment appraisal: Guidelines for capital expenditure include annual budgets, appraisal and review procedures, due diligence requirements where businesses are being acquired or divested.

The Managing Director and Chief Financial Officer have provided a statement in writing to the Board that the declaration made in respect of the Company’s financial reports is founded on a system of risk management and internal compliance and control which reflects the policies adopted to date by the Board, and that the Company’s risk management and internal control and compliance system is operating effectively in all material respects based on the criteria for effective internal control established by the Board.

Continuous disclosure

The Company has a detailed written policy and procedure to ensure compliance with its disclosure obligations under both the ASX Listing Rules and the Corporations Act. This policy is reviewed regularly with the Company’s legal advisers and was most recently amended in May 2016.

The Company has nominated the Company Secretary to ensure compliance with the Company’s continuous disclosure requirements, and overseeing and co-ordinating disclosure of information to the ASX. The continuous disclosure policy aims to ensure that timely and accurate information is provided equally to all shareholders and market participants, consistent with the Company’s commitment to its continuous disclosure obligations;

Ethical Standards

All Directors, managers and employees are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company. These standards are reflected in the company’s code of conduct which is located on the governance section of the Company’s website

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Select Harvests Limited

Corporate Governance Statement

30 June 2016

Corporate governance statement

Diversity

Select Harvests has a very diverse workforce of approximately 297 permanent employees and a seasonal workforce of 109 employed in both regional and urban Australia. The Company recognises the advantages to having a diverse workforce including (but not limited to) gender, age, ethnicity, religious and cultural beliefs and sexual orientation.

Select Harvests believes it is particularly strong in the employment of people of many different ethnicities and is proud to include many people from the Pacific Islands and Asia in its work force. Based on what our people have shared with us, 43% of our workforce are from a culturally diverse background.

During the year Select Harvests reinforced its commitment to building the diversity in its workforce with the activities of the Diversity Committee comprising employees from all functions of the business. The Company’s Diversity Policy is available on the website (under Governance). This policy is supported by a range of related policies including:

  • Diversity Policy

  • Recruitment Policy

  • Workplace Fair Treatment Policy

  • Equal Employment Opportunity, Harassment and Bullying Policy

  • Select Harvests Code of Conduct

  • Flexible Working Arrangements

  • Key Performance Indicators (KPI’s) and Review Policy

The following table shows the performance against our 2015/16 Diversity Objectives and includes the 2016/17 Objectives. All objectives were met in 2015/16, with our gender participation in progress.

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Select Harvests Limited

Corporate Governance Statement

30 June 2016

Corporate governance statement

OBJECTIVE 2015/16 MEASURABLE
ACTION		 2015/16
PROGRESS		 2016/2017 MEASURABLE
ACTION
Communicate the
Company’s core
values		 Companywide
communication of
performance to core values
to be undertaken on a
quarterly basis		 Achieved – Company wide
communication of
performance to core values
has been conducted on a
quarterly basis		 Company wide
communication of
performance to core values to
be undertaken on a quarterly
basis
Recruit, develop
and retain females,
increasing gender
participation across
the Company
At least 30% of all
interviewed candidates
will be females.

Sponsor 10 or more
female employees to
be members of NAWO
(National Association of
Women in Operations)
In progress – as part of a
resourcing review to
develop a program to
improve diversity of
candidate applications

Achieved – we have
sponsored 10 females to
be members of NAWO
Develop resourcing plans
to increase the diversity
of our talent pools and to
have a goal of 30% of all
interviewed candidates to
be female

Sponsor 10 or more
female employees to be
members of NAWO
Build a flexible
workplace		 Review all Executive roles
to understand flexibility
opportunities within roles		 Achieved - all Executive roles
have been assessed for their
flexibility, with many existing
roles with the ability to be
worked flexibly		 In the development of new
roles ensure flexibility exists
and is embedded as part of
the recruitment process
where appropriate
Regular and
accurate reporting
of diversity		 Review of employee
gender, age and ethnicity
profile will be undertaken		 Completed for gender, age
and ethnicity profile (based on
what our people choose to
share of their ethnicity)		 Review of employee gender,
age and ethnicity profile will
be undertaken
Workplace Fair
Treatment Policy		 0% Bullying and
Harassment claims at Fair
Work Australia		 Achieved – nil bullying and
harassment claims		 0% Bullying and
Harassment claims at Fair
Work Australia

In accordance with the federal Gender Equality Act, Select Harvests submits an annual report to the Workplace Gender Equality Authority (WGEA). The 2016 report reflected:

  • A 7% increase in the female participation at the Board & Senior Executive team

  • An overall 3% increase of female participation at all levels

  • Females comprise 29% of senior management level roles

  • Females comprise 24% of other manager level roles

  • Females comprise 31% of non-managerial roles

A female has been appointed to the Board, with a second female with ethnic diversity recruited to join the Executive team. The company remains committed to its target of 30% female representation on the Board and Senior Executive team.

Future Direction

The Company is cognisant of its responsibilities under the various State and Federal age, gender, physical, ethnic, cultural, religious and related discrimination legislation and will continue to ensure that its policies and procedures remain compliant with these.

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Select Harvests Limited

Corporate Governance Statement

30 June 2016

Corporate governance statement

The organisation supports diversity through:

  • An empowered and effective Diversity Committee

  • Having diversity KPIs for the Managing Director and General Manager Human Resources

  • Ensuring flexible work arrangement opportunities for any employees

  • Making sure its recruitment practices are open, fair and unbiased

  • Conducting annual performance reviews which encourages both individuals and managers to consider development opportunities

  • Conducting a Pay Parity Review

Select Harvests will continue to apply fair and open recruitment processes, flexible work and leave arrangements, career and personal development, employee support arrangements and related measures to attract and retain skilled employees.

The Company is committed in its ongoing endeavours to achieving the following targets for gender diversity by 2018*:

WGEA Category Current Female % Target 2018 % Ethnic Diversity**
Board and Senior Executive 15% 30% 38%
Senior Managers 29% 30% 40%
Other Managers 24% 30% 37%
Non Managerial Roles 31% 30% 44%

*These have been revised to reflect a 30% target across all employee levels

** Based on what our people have chosen to share and is inclusive of male and female employees as at 30 June 2016

Conflict of Interest

Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Company. Should a situation arise where the Board believes that a material conflict exists, the Director concerned shall not receive the relevant Board papers and will not be present at the meeting when the item is considered. Details of Director related entity transactions with the Company and consolidated entity are set out in the Notes to the financial statements.

Dealings in Company Shares

Directors and senior management are prohibited from dealing in Company shares except within a four week trading window that commences 48 hours after the release of the Company's results at year end and half year on the basis that they are not in possession of any price sensitive information. Directors must advise the ASX of any transactions conducted by them in shares in the Company.

Communication with Shareholders

The Board of Directors aims to ensure that shareholders are informed of all major developments affecting the Company's state of affairs. This is communicated to shareholders as follows:

  • Information about the Company including its Corporate Governance, relevant market announcements, webcasts and presentations made to analysts and investor briefings are available on the Company’s website: www.selectharvests.com.au;

  • A dedicated page for investors to sign up to receive up to the minute information about the Company and the almond industry is provided to shareholders and the investment community;

  • The annual report is distributed to all shareholders (unless a shareholder has specifically requested not to receive the document), including relevant information about the operations of the Company during the year, changes in the state of affairs and details of future developments;

  • The half yearly report contains summarised financial information and a review of the operations of the Company during the period. The half year audited financial report is lodged with the Australian Securities and Investments Commission and the ASX, and sent to any shareholder who requests it;

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Select Harvests Limited

Corporate Governance Statement

30 June 2016

Corporate governance statement

  • The Board encourages active participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the Company's strategy and goals. It is the policy of the Company and the policy of the auditor for the lead engagement partner to be present at the Annual General Meeting to answer any questions about the conduct of the audit and the preparation and content of the auditor’s report; and

  • To encourage two-way communication, the Company provides an online email inquiry service to assist shareholders with any queries, as well as sending occasional letters from the Chairman and Managing Director to provide shareholders with key matters of interest.

  • The Company provides the option to its shareholders to receive communications from, and send communications to it and its security registry electronically,

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Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Select Harvests Limited

ABN/ARBN ABN/ARBN Financialyear ended
87 000 721 380 30 June 2016

Our corporate governance statement[2] for the above period above can be found at:[3]

  • these pages of our annual report:
  • this URL on our website: http://www.selectharvests.com.au/governance____

The Corporate Governance Statement is accurate and up to date as at 26 August 2016 and has been approved by the board.

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

Date here: _26 August 2016_____

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Sign here:

~~Director/c~~ ompany secretary

Print name: Vanessa Huxley______

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

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

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

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

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

1

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We have NOTfollowed the recommendation in full
for the whole of 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 and management; and
(b) those matters expressly reserved to the board and
those delegated to management.		 … the fact that we follow this recommendation:
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
… and information about the respective roles and
responsibilities of our board and management (including
those matters expressly reserved to the board and those
delegated to management):
 at this location:
http://www.selectharvests.com.au/governance
Insert location here		  an explanation why that is so in our Corporate
Governance Statement OR
 we are an externally managed entity and this
recommendation is therefore not applicable
1.2 A listed entity should:
(a) undertake appropriate checks before appointing a
person, or putting forward to security holders a
candidate for election, as a director; and
(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 fact that we follow this recommendation:
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement OR
 we are an externally managed entity and this
recommendation is therefore not applicable
1.3 A listed entity should have a written agreement with
each director and senior executive setting out the
terms of their appointment.		 … the fact that we follow this recommendation:
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement OR
 we are an externally managed entity and this
recommendation is therefore not applicable

2

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We have NOTfollowed the recommendation in full
for the whole of the period above. We have disclosed
…
1.4 The company secretary of a listed entity should be
accountable directly to the board, through the chair,
on all matters to do with the proper functioning of
the board.		 … the fact that we follow this recommendation:
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement OR
 we are an externally managed entity and this
recommendation is therefore not applicable
1.5 A listed entity should:
(a) have
a
diversity
policy
which
includes
requirements for the board or a relevant
committee of the board to set measurable
objectives for achieving gender diversity and to
assess annually both the objectives and the
entity’s progress in achieving them;
(b) disclose that policy or a summary of it; and
(c) disclose as at the end of each reporting period the
measurable objectives for achieving gender
diversity set by the board or a relevant committee
of the board in accordance with the entity’s
diversity policy and its progress towards achieving
them and either:
(1) the respective proportions of men and women
on the board, in senior executive positions
and across the whole organisation (including
how the entity has defined “senior executive”
for these purposes); or
(2) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.		 … the fact that we have a diversity policy that complies
with paragraph (a):
 in our Corporate Governance Statement OR
 at this location:
______
Insert location here_
… and a copy of our diversity policy or a summary of it:
 at this location:
http://www.selectharvests.com.au/governance
Insert location here
… the measurable objectives for achieving gender diversity
set by the board or a relevant committee of the board in
accordance with our diversity policy and our progress
towards achieving them:
 in our Corporate Governance Statement OR
 at this location:
______
_Insert location here
… and the information referred to in paragraphs (c)(1) or
(2):
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement OR
 we are an externally managed entity and this
recommendation is therefore not applicable

3

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We have NOTfollowed the recommendation in full
for the whole of the period above. We have disclosed
…
1.6 A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of the board, its
committees and individual directors; and
(b) disclose, in relation to each reporting period,
whether
a
performance
evaluation
was
undertaken in the reporting period in accordance
with that process.		 … the evaluation process referred to in paragraph (a):
 in our Corporate Governance Statement OR
 at this location:
______
Insert location here_
… and the information referred to in paragraph (b):
 in our Corporate Governance Statement OR
 at this location:
______
_Insert location here		  an explanation why that is so in our Corporate
Governance Statement OR
 we are an externally managed entity and this
recommendation is therefore not applicable
1.7 A listed entity should:
(a) have and disclose a process for periodically
evaluating
the
performance
of
its
senior
executives; and
(b) disclose, in relation to each reporting period,
whether
a
performance
evaluation
was
undertaken in the reporting period in accordance
with that process.		 … the evaluation process referred to in paragraph (a):
 in our Corporate Governance Statement OR
 at this location:
______
Insert location here_
… and the information referred to in paragraph (b):
 in our Corporate Governance Statement OR
 at this location:
______
_Insert location here		  an explanation why that is so in our Corporate
Governance Statement OR
 we are an externally managed entity and this
recommendation is therefore not applicable

4

Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We have NOTfollowed the recommendation in full
for the whole of the period above. We have disclosed
…
PRINCIPLE 2‐ STRUCTURE THE BOARD TO ADD VALUE

5

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We have NOTfollowed the recommendation in full
for the whole of the period above. We have disclosed
…
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 are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the
number
of
times
the
committee
met
throughout the period and the individual
attendances
of
the
members
at
those
meetings; OR
(b) if it does not have a nomination committee,
disclose that fact and the processes it employs to
address board succession issues and to ensure
that the board has the appropriate balance of
skills, knowledge, experience, independence and
diversity to enable it to discharge its duties and
responsibilities effectively.		 [If the entity complies with paragraph (a):]
… the fact that we have a nomination committee that
complies with paragraphs (1) and (2):
 in our Corporate Governance Statement OR
 at this location:
______
Insert location here_
… and a copy of the charter of the committee:
 at this location:
http://www.selectharvests.com.au/governance
Insert location here
… and the information referred to in paragraphs (4) and
(5):
 in our Corporate Governance Statement OR
 at this location:
In the Committee Membership section of the
Directors’ Report which is contained in the 2016
Annual Report.
Insert location here
[If the entity complies with paragraph (b):]
… the fact that we do not have a nomination committee
and the processes we employ to address board succession
issues and to ensure that the board has the appropriate
balance of skills, knowledge, experience, independence
and diversity to enable it to discharge its duties and
responsibilities effectively:
 in our Corporate Governance Statement OR
 at this location:
______
_Insert location here		  an explanation why that is so in our Corporate
Governance Statement OR
 we are an externally managed entity and this
recommendation is therefore not applicable

6

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We have NOTfollowed the recommendation in full
for the whole of the period above. We have disclosed
…
2.2 A listed entity should have and disclose a board skills
matrix setting out the mix of skills and diversity that
the board currently has or is looking to achieve in its
membership.		 … our board skills matrix:
 in our Corporate Governance Statement OR
 at this location:
http://www.selectharvests.com.au/governance
Insert location here		  an explanation why that is so in our Corporate
Governance Statement OR
 we are an externally managed entity and this
recommendation is therefore not applicable
2.3 A listed entity should disclose:
(a) the names of the directors considered by the
board to be independent directors;
(b) if a director has an interest, position, association
or relationship of the type described in Box 2.3
but the board is of the opinion that it does not
compromise the independence of the director,
the nature of the interest, position, association or
relationship in question and an explanation 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
independent directors:
 in our Corporate Governance Statement OR
 at this location:
In the Directors’ Report contained in the 2016
Annual Report.
Insert location here
… where applicable, the information referred to in
paragraph (b):
 in our Corporate Governance Statement OR
 at this location:
In the Directors’ Report contained in the 2016
Annual Report.
Insert location here
… the length of service of each director:
 in our Corporate Governance Statement OR
 at this location:
In the Directors’ Report contained in the 2016
Annual Report.
Insert location here		  an explanation why that is so in our Corporate
Governance Statement

7

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We have NOTfollowed the recommendation in full
for the whole of the period above. We have disclosed
…
2.4 A majority of the board of a listed entity should be
independent directors.		 … the fact that we follow this recommendation:
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement OR
 we are an externally managed entity and this
recommendation is therefore not applicable
2.5 The chair of the board of a listed entity should be an
independent director and, in particular, should not
be the same person as the CEO of the entity.		 … the fact that we follow this recommendation:
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement OR
 we are an externally managed entity and this
recommendation is therefore not applicable
2.6 A listed entity should have a program for inducting
new directors and provide appropriate professional
development opportunities for directors to develop
and maintain the skills and knowledge needed to
perform their role as directors effectively.		 … the fact that we follow this recommendation:
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement OR
 we are an externally managed entity and this
recommendation is therefore not applicable
PRINCIPLE 3– ACT ETHICALLY AND RESPONSIBLY
3.1 A listed entity should:
(a) have a code of conduct for its directors, senior
executives and employees; and
(b) disclose that code or a summary of it.		 … our code of conduct or a summary of it:
 in our Corporate Governance Statement OR
 at this location:
http://www.selectharvests.com.au/governance
Insert location here		  an explanation why that is so in our Corporate
Governance Statement
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
non‐executive directors and a majority of
whom are independent directors; and
(2) is chaired by an independent director, who is
not the chair of the board,		 [If the entity complies with paragraph (a):]
… the fact that we have an audit committee that complies
with paragraphs (1) and (2):
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement

8

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We have NOTfollowed the recommendation in full
for the whole of the period above. We have disclosed
…
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of
the members of the committee; and
(5) in relation to each reporting period, the
number
of
times
the
committee
met
throughout the period and the individual
attendances
of
the
members
at
those
meetings; OR
(b) if it does not have an audit committee, disclose
that fact and the processes it employs that
independently verify and safeguard the integrity
of its corporate reporting, including the processes
for the appointment and removal of the external
auditor and the rotation of the audit engagement
partner.		 … and a copy of the charter of the committee:
 at this location:
http://www.selectharvests.com.au/governance
Insert location here
… and the information referred to in paragraphs (4) and
(5):
 in our Corporate Governance Statement OR
 at this location:
In the Directors’ Report contained in the 2016
Annual Report.
Insert location here
[If the entity complies with paragraph (b):]
… the fact that we do not have an audit committee and the
processes we employ that independently verify and
safeguard the integrity of our corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner:
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here

9

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We have NOTfollowed the recommendation in full
for the whole of the period above. We have disclosed
…
4.2 The board of a listed entity should, before it approves
the entity’s financial statements for a financial period,
receive from its CEO and CFO a declaration that, in
their opinion, the financial records of the entity have
been properly maintained and that the financial
statements comply with the appropriate accounting
standards and give a true and fair view of the
financial position and performance of the entity and
that the opinion has been formed on the basis of a
sound system of risk management and internal
control which is operating effectively.		 … the fact that we follow this recommendation:
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement
4.3 A listed entity that has an AGM should ensure that its
external auditor attends its AGM and is available to
answer questions from security holders relevant to
the audit.		 … the fact that we follow this recommendation:
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement OR
 we are an externally managed entity that does not
hold an annual general meeting and this
recommendation is therefore not applicable
PRINCIPLE 5– MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should:
(a) have a written policy for complying with its
continuous disclosure 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:
 in our Corporate Governance Statement OR
 at this location:
http://www.selectharvests.com.au/governance
Insert location here		  an explanation why that is so in our Corporate
Governance Statement
PRINCIPLE 6– RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about
itself and its governance to investors via its website.		 … information about us and our governance on our
website:
 at this location:
http://www.selectharvests.com.au/governance
Insert location here		  an explanation why that is so in our Corporate
Governance Statement

10

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We have NOTfollowed the recommendation in full
for the whole of the period above. We have disclosed
…
6.2 A listed entity should design and implement an
investor relations program to facilitate effective two‐
way communication with investors.		 … the fact that we follow this recommendation:
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement
6.3 A listed entity should disclose the policies and
processes it has in place to facilitate and encourage
participation at meetings of security holders.		 … our policies and processes for facilitating and
encouraging participation at meetings of security holders:
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement OR
 we are an externally managed entity that does not
hold periodic meetings of security holders and this
recommendation is therefore not applicable
6.4 A listed entity should give security holders the option
to receive communications from, and send
communications to, the entity and its security
registry electronically.		 … the fact that we follow this recommendation:
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement
PRINCIPLE 7– RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a) have a committee or committees to oversee risk,
each of which:
(1) has at least three members, a majority of
whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the
number
of
times
the
committee
met
throughout the period and the individual
attendances
of
the
members
at
those
meetings; OR		 [If the entity complies with paragraph (a):]
… the fact that we have a committee or committees to
oversee risk that comply with paragraphs (1) and (2):
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
… and a copy of the charter of the committee:
 at this location:
http://www.selectharvests.com.au/governance
Insert location here
… and the information referred to inparagraphs(4)and		  an explanation why that is so in our Corporate
Governance Statement

11

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We have NOTfollowed the recommendation in full
for the whole of the period above. We have disclosed
…
(b) if 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
risk management framework.		 (5):
 in our Corporate Governance Statement OR
 at this location:
In the Committee Membership section of the
Directors’ Report which is contained in the 2016
Annual Report.
Insert location here
[If the entity complies with paragraph (b):]
… the fact that we do not have a risk committee or
committees that satisfy (a) and the processes we employ
for overseeing our risk management framework:
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
7.2 The board or a committee of the board should:
(a) review the entity’s risk management framework at
least annually to satisfy itself that it continues to
be sound; and
(b) disclose, in relation to each reporting period,
whether such a review has taken place.		 … the fact that we follow this recommendation:
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement
7.3 A listed entity should disclose:
(a) if it has an internal audit function, how the
function is structured and what role it performs;
OR
(b) if it does not have an internal audit function, that
fact and the processes it employs for evaluating
and continually improving the effectiveness of its
risk management and internal control processes.		 [If the entity complies with paragraph (a):]
… how our internal audit function is structured and what
role it performs:
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
[If the entity complies with paragraph (b):]
… the fact that we do not have an internal audit function
and the processes we employ for evaluating and
continuallyimprovingthe effectiveness of our risk		  an explanation why that is so in our Corporate
Governance Statement

12

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We have NOTfollowed the recommendation in full
for the whole of the period above. We have disclosed
…
management and internal control processes:
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
7.4 A listed entity should disclose whether it has any
material exposure to economic, environmental and
social sustainability risks and, if it does, how it
manages or intends to manage those risks.		 … whether we have any material exposure to economic,
environmental and social sustainability risks and, if we do,
how we manage or intend to manage those risks:
 in our Corporate Governance Statement OR
 at this location:
In the Operating and Financial Review section of
the Directors’ Report which is contained in the
2016 Annual Report.
Insert location here		  an explanation why that is so in 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 are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the
number
of
times
the
committee
met
throughout the period and the individual
attendances
of
the
members
at
those
meetings; OR
(b) if it does not have a remuneration committee,
disclose that fact and the processes it employs for
setting the level and composition of remuneration
for directors and senior executives and ensuring		 [If the entity complies with paragraph (a):]
… the fact that we have a remuneration committee that
complies with paragraphs (1) and (2):
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
… and a copy of the charter of the committee:
 at this location:
http://www.selectharvests.com.au/governance
Insert location here
… and the information referred to in paragraphs (4) and
(5):
 in our Corporate Governance Statement OR		  an explanation why that is so in our Corporate
Governance Statement OR
 we are an externally managed entity and this
recommendation is therefore not applicable

13

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We have NOTfollowed the recommendation in full
for the whole of the period above. We have disclosed
…
that such remuneration is appropriate and not
excessive.		  at this location:
In the Committee Membership section of the
Directors’ Report which is contained in the 2016
Annual Report.
Insert location here
[If the entity complies with paragraph (b):]
… the fact that we do not have a remuneration committee
and the processes we employ for setting the level and
composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive:
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
8.2 A listed entity should separately disclose its policies
and practices regarding the remuneration of non‐
executive directors and the remuneration of
executive directors and other senior executives.		 … separately our remuneration policies and practices
regarding the remuneration of non‐executive directors and
the remuneration of executive directors and other senior
executives:
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement OR
 we are an externally managed entity and this
recommendation is therefore not applicable
8.3 A
listed
entity
which
has
an
equity‐based
remuneration scheme should:
(a) have a policy on whether participants are
permitted to enter into transactions (whether
through the use of derivatives or otherwise)
which limit the economic risk of participating in
the scheme; and
(b) disclose that policy or a summary of it.		 … our policy on this issue or a summary of it:

 at this location:
http://www.selectharvests.com.au/governance
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement OR
 we do not have an equity‐based remuneration
scheme and this recommendation is therefore not
applicable OR
 we are an externally managed entity and this
recommendation is therefore not applicable

14

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …		 We have NOTfollowed the recommendation in full
for the whole of the period above. We have disclosed
…
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
‐ Alternative to Recommendation 1.1 for externally
managed listed entities:
The responsible entity of an externally managed
listed entity should disclose:
(a) the arrangements between the responsible entity
and the listed entity for managing the affairs of
the listed entity;
(b) the role and responsibility of the board of the
responsible
entity
for
overseeing
those
arrangements.		 … the information referred to in paragraphs (a) and (b):
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement
‐ Alternative to Recommendations 8.1, 8.2 and 8.3 for
externally managed listed entities:
An externally managed listed entity should clearly
disclose the terms governing the remuneration of the
manager.		 … the terms governing our remuneration as manager of
the entity:
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here		  an explanation why that is so in our Corporate
Governance Statement

15

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