SKIN ELEMENTS LIMITED — Governance Information 2017

Oct 1, 2017

Key to Disclosures Corporate Governance Council Principles and Recommendations

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Introduced 01/07/14 Amended 02/11/15

Name of entity

Skin Elements Limited

Name of entity Skin Elements Limited
ABN / ARBN 90 608 047 794	Financial year ended:
90 608 047 794	30 June 2017

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

☐ These pages of our annual report:

 This URL on our website:

WWW.soleoorganics.com/SkinElements.Ltd/corporategovernance

The Corporate Governance Statement is accurate and up to date as at 29 September 2017 and has been approved by the board.

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

Date:

Name of Director or Secretary authorising lodgement:

Craig Piercy

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. You can, if you wish, delete the option which is not applicable. Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.

• See chapter 19 for defined terms 2 November 2015

Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Policy Adopted Action taken and reasons if not adopted
(Y or N)
Principle 1: Lay solid foundation for management and oversight
1.1 A listed entity should disclose: Y The Board has adopted a Board Charter that
(a) The respective roles and responsibilities of its board and formalises its roles and responsibilities and
management; and defines the matters that are reserved for the
(b) Those matters expressly reserved to the board and those Board and specific matters that are delegated to
delegated to management. management. See Corporate Governance – 1
Board Charter.
The Board Charter is available on the Company’s
website.
1.2 A listed entity should: Y See Corporate Governance – 3 Nomination and
(a) Undertake appropriate checks before appointing a Remuneration Committee Charter
person, or putting forward to security holders a
The Board is responsible for ensuring it is
candidate for election, as a director; and
comprised of individuals who are best able to
(b) Provide security holders with all material information in
discharge the responsibilities of directors having
its possession relevant to a decision on whether or not to
regard to the law and the best standards of
elect or re-elect a director.
governance.
This will necessarily include undertaking
background and other checks before appointing
a person or putting them forward to security
holders as a candidate for election as a director,
as well as providing all material information
relevant to a decision for election as a director.
The qualifications and experience of the Board
members are set out in the Directors report.
1.3 A listed entity should have a written agreement with each Y On appointment of a Director, the Company
director and senior executive setting out the terms of their issues a letter of appointment setting out the
appointment. terms and conditions of their appointment to the
Board.
1.4 The Company Secretary of a listed entity should be Y The Board has appointed an experienced
accountable directly to the Board, through the chair, on all Company Secretary who is directly accountable
matters to do with the proper functioning of the board. to the Board.
1.5 A listed entity should: N While the Company does not have a Diversity
(a) Have a diversity policy which includes requirements for Policy, the Board values diversity in all aspects of
the board or a relevant committee of the board to set its business and is committed to creating a
measurable objectives for achieving gender diversity and working environment that recognises and utilises
to assess annually both the objectives and the entity’s the contribution of its employees. The purpose
progress in achieving them: of this is to provide diversity and equality
(b) Disclose that policy or a summary of it; relating to all employment matters. The
(c) Disclose as at the end of each reporting period the Company’s policy is to recruit and manage on the
measurable objectives for achieving gender diversity set basis of ability and qualification for the position
by the board or a relevant committee of the board in and performance, irrespective of gender, age,
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• See chapter 19 for defined terms

2 November 2015

Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Policy Adopted Action taken and reasons if not adopted
(Y or N)
accordance with the entity’s diversity policy and its marital status, sexuality, nationality,
progress towards achieving them, and either; race/cultural background, religious or political
(1) The respective proportions of men and women on the opinions, family responsibilities or disability. The
board, in senior executive positions and across the whole Company opposes all forms of unlawful and
organisation (including how the entity has defined “senior unfair discrimination.
executive” for these purposes): or
The Board acknowledges the absence of female
(2) If the entity is a ‘relevant employer’ under the Workplace
participation on the Board of Directors.
Gender Equality Act, the entity’s most recent “Gender
However, the Board has determined that the
Equality Indicators”, as defined in and published under
composition of the current Board represents the
that Act.
best mix of Directors that have an appropriate
range of qualifications and expertise, can
understand and competently deal with current
and emerging business issues and can effectively
review and challenge the performance of
management.
The Company has not set or disclosed
measurable objectives for achieving gender
diversity. Due to the size of the Company, the
Board does not deem it practical to limit the
Company to specific targets for gender diversity
as it operates in a very competitive labour
market where positions are sometimes difficult
to fill. However, every candidate suitably
qualified for a position has an equal opportunity
of appointment regardless of gender, age,
ethnicity or cultural background.
1.6 A listed entity should: Y The performance of the Board (as a whole), each
(a) have and disclose a process for periodically evaluating the standing Board Committee and Board members
performance of the Board, its committees and individual is reviewed at times decided upon by the Board
directors: and against measurable and qualitative benchmarks
(b) disclose, in relation to each reporting period, whether a as may reasonably be determined form time to
performance evaluation was undertaken in the reporting time by the Board having regard to accepted,
period in accordance with that process. sound corporate standards.
1.7 A listed entity should: Y The performance of senior executives is
(a) have and disclose a process for periodically evaluating the reviewed at times decided upon by the Board
performance of its senior executives; and against measurable and qualitative benchmarks
(b) disclose, in relation to each reporting period, whether a as may reasonably be determined form time to
performance evaluation was undertaken in the reporting time by the Board having regard to accepted,
period in accordance with that process. sound corporate standards.
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• See chapter 19 for defined terms 2 November 2015

Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Policy Adopted Action taken and reasons if not adopted
(Y or N)
Principle 2: Structure the Board to Add Value
2.1 The board of a listed entity should have a nomination Y See Corporate Governance – 3 Nomination and
committee: which Remuneration Committee Charter.
(a) has at least three members, a majority whom are The separate nomination committee has been
independent directors; and formed and the Company has as nomination
remuneration committee charter. Due to size
(b) Is chaired by an independent director;
and nature of the business, the committee has
and disclose two members, both non-executive directors of
the Company.
(a) The charter of the committee;
Attendance at Committee meetings is included in
(b) The members of the committee; and
the Director’s report.
(c) And 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
(d) If it does not have a nomination committee, disclose the
fact and the processes it employees to address board
succession issue sand 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.
2.2 A listed entity should have and disclose a board skills matrix N The Company supports the appointment of
setting out the mix of skills and diversity that the board Directors who bring a wide range of business and
currently has or is looking to achieve in its membership. professional skills and experience. While the
Company does not have or disclose a formal
skills matrix, it does consider directors attributes
prior to any appointment. The qualifications, skill
and expertise relevant to the position of Director
held by each Director in office at the date of the
annual report and their attendance at Board and
Committee meetings is included in the Director’s
report.
2.3 A listed entity should disclose: y The Board considers Directors to be independent
where they are free of any interest, position,
(a) the names of the directors considered by the board to be
association or relationship that might influence,
independent directors;
or reasonably be perceived to influence, in a
(b) if director has an interest, position, association or material respect his or her capacity to bring an
relationship of the type described in Box 2.3 but the board is independent judgement to bear on issues before
of the opinion that it does not compromise the independence the Board and to act in the best interests of the
of the director, the nature of the interest, position, entity and its security holders generally.
association or relationship in question and an explanation of
The Board has adopted a definition of
why the board is of that opinion; and
independence based on that set out in Principle
(c) the length of service of each director. 2.3 of the ASX Corporate Governance Council
Principles and Recommendations. The Board will
review the independence of each Director in
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• See chapter 19 for defined terms

2 November 2015

Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Policy Adopted Action taken and reasons if not adopted
(Y or N)
light of interests disclosed to the Board from
time to time.
2.4 The Board should establish a Nomination Committee. Y See Corporate Governance – 3 Nomination and
Remuneration Committee Charter.
2.5 Companies should disclose the process for evaluating the Y See Corporate Governance – 3 Nomination and
performance of the Board, its Committees and individual Remuneration Committee Charter.
Directors.
2.6 Companies should provide the information indicated in Y See Corporate Governance – 3 Nomination and
'Guide to reporting on Principle 2’. Remuneration Committee Charter.
Actively promote ethical and responsible decision-making
-
Principle 3: Promote ethical and responsible decision making
3.1 Companies should establish a code of conduct and disclose Y See Corporate Governance – 4 Directors’ and
the code or a summary of the code to: Executive Officers’ Code of Conduct
3.1.1 the practices necessary to maintain confidence in
the Company's integrity;
3.1.2 the practices necessary to take into account their
legal obligations and the reasonable expectations of
their stakeholders; and
3.1.3 the responsibility and accountability of individuals
for reporting and investigating reports of unethical
practices.
3.2 Companies should establish a policy concerning diversity and N The Company has not yet adopted a diversity
disclose the policy or a summary of that policy. The policy policy - refer explanation in 1.5 regarding the
should include requirements for the Board to establish reason that the Company has not yet adopted.
measurable objectives for achieving gender diversity and for
the Board to assess annually both the objectives and
progress in achieving them.
3.3 Companies should disclose in each annual report the N The Company has not yet adopted a diversity
measurable objectives for achieving gender diversity. policy - refer explanation in 1.5 regarding the
reason that the Company has not yet adopted.
3.4 Companies should disclose in each annual report the y To be disclosed in the 2016 Annual Report
proportion of women employees in the whole organisation,
women in senior executive positions and women on the
Board.
3.5 Companies should provide the information indicated in the y
‘Guide to reporting on Principle 3’.
Have a structure in place to independently verify and safeguard
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• See chapter 19 for defined terms

2 November 2015

Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Policy Adopted Action taken and reasons if not adopted
(Y or N)
the integrity of the Company's financial reporting
Principle 4: Safeguard integrity in financial reporting
Y See Corporate Governance – 2 Audit and Risk
4.1 The Board should establish an Audit Committee. Management Committee Charter
4.2 The Audit Committee should be structured so that it: Y Refer explanation regarding the Company having
 Consists of non-executive Directors. only two members
 Consists of a majority of independent Directors.
 Is chaired by an independent Chair, who is not the Chair
of the Board.
 Has at least three members.
4.3 The Audit Committee should have a formal charter. Y See Corporate Governance – 2 Audit and Risk
Management Committee Charter
4.4 Companies should provide the information indicated in the Y See Corporate Governance – 2 Audit and Risk
Management Committee Charter
‘Guide to reporting on Principle 4’.
Promote timely and balanced disclosure of all material matters
concerning the Company
Principle 5: Make timely and balanced disclosure
5.1 Companies should establish written policies designed to
Y See Corporate Governance – 9 Disclosure Policy
ensure compliance with ASX Listing Rule disclosure
requirements and to ensure accountability at a senior
executive level for that compliance and disclose those
policies or a summary of those policies.
5.2 Companies should provide the information indicated in the Y See Corporate Governance – 9 Disclosure Policy
‘Guide to reporting on Principle 5’.
Respect the rights of shareholders and facilitate the effectiveness
of those rights
Principle 6: Respect the rights of shareholders
6.1 Companies should design a communications policy for
Y See Corporate Governance – 8 Communications
promoting effective communication with shareholders and
Policy
encouraging their participation at general meetings, and
disclose their policy or a summary of that policy.
6.2 Companies should provide information indicated in the Y See Corporate Governance – 8 Communications
‘Guide to reporting on Principle 6’. Policy
Establish a sound system of risk oversight and management and
internal control
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• See chapter 19 for defined terms

2 November 2015

Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Policy Adopted Action taken and reasons if not adopted
(Y or N)
Principle 7: Recognise and manage risk
7.1 Companies should establish policies for the oversight and y See Corporate Governance – 8 Code of Business
management of material business risks and disclose a Conduct
summary of those policies.
7.2 The Board should require management to design and Y See Corporate Governance – 8 Code of Business
implement the risk management and internal control system Conduct
to manage the Company’s material business risks and report
to it on whether those risks are being managed effectively.
The Board should disclose that management has reported to
it as to the effectiveness of the Company’s management of
its material business risks.
7.3 The Board should disclose whether it has received assurance See Corporate Governance – 8 Code of Business
Y
from the CEO (or equivalent) and the CFO (or equivalent) that Conduct
the declaration provided, in accordance with section 295A of
the Corporations Act, is founded on a sound system of risk
management and internal control and that the system is
operating efficiently and effectively in all material respects,
in relation to reporting financial risks.
7.4 Provide the information indicated in the ‘Guide to reporting Y See Corporate Governance – 8 Code of Business
on Principle 7’. Conduct
Ensure that the level and composition of remuneration is sufficient
and reasonable and that its relationship to performance is clear.
Principle 8: Remunerate fairly and responsibly
8.1 The Board should establish a Remuneration Committee. Y See Corporate Governance – 3 Nomination and
Remuneration Committee Charter
8.2 The Remuneration Committee should be structured so that Y See Corporate Governance – 3 Nomination and
it: Remuneration Committee Charter.
 Consists of a majority of independent Directors Refer explanation regarding the Company having
 Is chaired by an independent Director only two members
 Has at least three members
8.3 Companies should clearly distinguish the structure of non- Y See Corporate Governance – 3 Nomination and
executive Directors’ remuneration from that of executive Remuneration Committee Charter
Directors and senior executives.
8.4 Companies should provide the information indicated in the Y See Corporate Governance – 3 Nomination and
‘Guide to reporting on Principle 8’. Remuneration Committee Charter
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• See chapter 19 for defined terms 2 November 2015