AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Sign up Log in

SPECTUR LIMITED Governance Information 2021

Sep 7, 2021

65837_rns_2021-09-07_3492a46e-b7dc-4de4-9c09-9e387a553cbe.pdf

Governance Information

Open in viewer

Opens in your device viewer

The Board is committed to achieving and maintaining high standards of corporate governance. This Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 30 June 2021, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4th Edition (Recommendations). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period.

The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company's corporate governance duties. This statement addresses:

the Company's corporate governance framework; and
key risks and the Company's response to mitigating these risks.

This Corporate Governance Statement is current as at 30 August 2021 and has been approved by the Board on that date. The Company's Corporate Governance Plan has been posted on the Company's website at www.spectur.com.au.

ASX Principle and Recommendation	Compliance	Reference	Commentary
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1A listed entity should have and disclose a charterwhich sets out:(a)the respective roles and responsibilitiesof the Board, the Chairand management;and(b)includes a description of those mattersexpressly reserved to the Board andthose delegated to management.	YES	Board CharterAvailable onWebsite.	Spectur has adopted a Board Charter which discloses the respective roles and responsibilities ofthe Board, the Chairand senior management.Under the Board Charter, the Board is responsible for overseeing the overall operation andstewardship of Spectur (and any subsidiaries)including charting the direction, monitoring theimplementation of those policies, strategies and financial objectives, ensuring that the Companyhas in place an appropriate risk managementframework, and setting the risk appetite withinwhich the Board expectsmanagement to operate.The Board has also adopted a Delegations of Authority that sets out matters specifically reservedfor determination by the Board.Responsibility for the Company's day-to-day operations, administration and management isdelegated by the Board to the Managing Director. The Board has approved the Delegation ofAuthority Policy to govern the delegation tothe Managing Director, which is in turn delegated viaauthorities to members of the LeadershipTeam and other levelsof management throughout theCompany as appropriate.Further details of the matters reserved for the Boardand those delegated to management aredetailed in the Board Charter available on the Company's website.

ASX Principle and Recommendation	Compliance	Reference	Commentary
Recommendation 1.2A listed entity should:(a)undertakeappropriatechecksbeforeappointing a director or senior executive orputting someone forward for election as aDirector; and(b)provide security holders with all materialinformation in its possession relevant to adecision on whether or not to elect or re-electa Director.	YES	Board Charter -available onwebsite	The Company's Nomination Committee Charter requires the Nomination Committee (or, in itsabsence, the Board) to ensure itconductsbackground checks of candidates for new Directorpositions prior to their appointment or nomination for election by Shareholders, including checksas to good character, experience, education, qualifications, criminal history and bankruptcy. Anychanges tothat assessment are required to be notified by all Directors to the Board.All material information relevant to a decision on whether or not to elect or re-elect a Directorwill be provided to security holders in a Notice of Meeting pursuant to which the resolution toelect or re-elect a Director will be voted on.
Recommendation 1.3A listed entity should have a written agreementwith each Director and senior executive settingout the terms of their appointment.	YES	Kept at registeredoffice	The Company's Nomination Committee Charter requires the Nomination Committee (or, in itsabsence, the Board) to ensure that each Director and senior executive is personally a party to awritten agreement with the Company which sets out the terms of that Director's or seniorexecutive's appointment.Each Director and senior executive havea formal written agreement with the Company which setsout the terms of that Director's or senior executive's appointment.
Recommendation 1.4The Company Secretary of a listed entity shouldbe accountable directly to the Board, through theChair, on all matters to do with the properfunctioning of the Board.	YES	Board Charter –available onwebsite	The Board Charter outlines the roles, responsibility and accountability of the Company Secretary.The Company Secretary reports directly, and is accountable, to the Board through the Chairpersonin relation to all governance matters. The Company Secretary advises and supports the Boardmembers on general governance matters, implements adopted governance procedures, andcoordinates circulation of meeting agendas and papers.

ASX Principle and Recommendation	Compliance	Reference	Commentary
Recommendation 1.5	NO	N/A	Given Spectur's size and its stage of development, Spectur has not adopted a formal diversitypolicy at this stage.
A listed entity should:(a)have and disclose a diversity policy;(b)through its board or a committee of the			Spectur has a policy to select the best available officers and staff for each relevant position in anon-discriminatory manner based on merit.
board set measurable objectives forachieving gender diversity in thecomposition of its board, senior executivesand workforce generally; and			Notwithstanding this, the Board respects and values the benefits that diversity (e.g. gender, age,ethnicity, cultural background, disability and martial/family status etc.) brings in relation toexpanding Spectur's perspective and thereby improvingcorporate performance, increasingShareholder value and maximising the probability of achieving Spectur's objectives.
(c)disclose that policy or a summary of it; and			The Board is committed to developing a diverse workplace where appointments or advancements
(d)disclose as at the end of each reportingperiodthe measurableobjectivesforachieving gender diversity set by the Boardora relevant committee of the Boardinaccordance with the entity's diversity policyand its progress towards achieving them, andeither:			are made on a fair and equitable basis.
(i)the respective proportions of men andwomen on the Board, in senior executivepositionsandacrossthewholeorganisation (including how the entityhas defined "senior executive" for thesepurposes); or
(ii)if the entity is a "relevant employer"under the WorkplaceGender EqualityAct, the entity's most recent "GenderEquality Indicators", as defined in andpublished under that Act.

ASX Principle and Recommendation	Compliance	Reference	Commentary
Recommendation 1.6A listed entity should:(a)have and disclose a process for periodicallyevaluating the performance of the Board, itscommittees and individual Directors; and(b)disclose, in relation to each reporting period,whether a performance evaluation wasundertaken in the reporting period inaccordance with that process.	YES	Board Charter –available onwebsite	Spectur has adopted in its Board Charter a process for evaluation of the Board and its committees.The Chair of the Boardis responsible for ensuring that a formal review of the performance of theBoard, committees and individual Directors occurs regularly. The Chair is responsible fordetermining the process under which this evaluation takes place.The Board conducts the performance evaluation of the Chair.Aformal review of the Boardwas undertaken during the year, however not individualnonexecutivesor committees.Ageneral review of the Board also occurs on an ongoing basis and nonexecutives have a scheduled opportunity at each Boardsession to critically review the Boardperformance,meeting process and conduct. A review of the CEO's performance was undertakenand is detailed in recommendation 1.7.
Recommendation 1.7A listed entity should:(a)have and disclose a process for periodicallyevaluating the performance of its seniorexecutives; anddisclose in relation to each reporting period,whether a performance evaluation wasundertaken in the reporting period in accordancewith that process.	YES	RemunerationCommittee Charter–available onwebsite	The Company's RemunerationCommittee is responsible for evaluating the performance of theCompany's senior executives on an annual basis.A senior executive, for these purposes, means key management personnel (as defined in theCorporations Act) other than non-executive directors.During the formal review, the executive'sperformance is measured against their role's assessment criteria and KPI's.The applicable processes for these evaluations can be found in the Company's Board, BoardCommittee and Executive Performance Evaluation Policy, whichis available on the Company'swebsite.A performance evaluation was undertaken in respect of senior executives for the past financialyear,in accordance with the applicable processes, and completed prior to the release of thisreport.

ASX Principle and Recommendation	Compliance	Reference	Commentary
Principal 2: Structure the Board to add value
Recommendation 2.1The Boardof a listed entity should:(a)have a nomination committee which:(i)has at least three members, a majority of whomare independent Directors; and(ii)is chaired by an independent Director,and disclose:(iii)the charter of the committee;(iv)the members of the committee; and(v)as at the end of each reporting period, thenumber of times the committee met throughoutthe period and the individual attendances of themembers at those meetings; or(b)if it does not have a nomination committee, disclosethat fact and the processes it employs to addressBoardsuccession issues and to ensure that the Boardhas the appropriate balance of skills, knowledge,experience, independence and diversity to enable itto discharge its duties and responsibilities effectively.	YES	NominationPolicy–available onwebsite	The Company's Nomination Committee Charter provides that theNomination Committee willhave at least three members, a majority of whom are independent Directors, and which mustbe chaired by an independent Director.The members of the Nomination Committee, the number of times the committee met duringthe last financial year, and the individual attendances of the members, are disclosed in theAnnual Financial Report, availableon the Company's websiteThe Nomination Committee is notcurrently compliant with Corporate Governancerecommendationsdue to not having at least three members, however during the period, theBoard worked with the Nomination Committee to carryout itsduties. These included followingprocesses to address succession issues and ensuringthe Board has the appropriate balance ofskills, experience, independence and knowledge of the entity to enable it to discharge its dutiesand responsibilities effectively,namely:(i)devoting time at least annually to discuss Board succession issues and updating theCompany's Board skills matrix; and(ii)all Board members being involved in the Company's nomination process, to themaximum extent permitted under the Corporations Act and ASX Listing Rules.

ASX Principle and Recommendation	Compliance	Reference	Commentary
Recommendation 2.2A listed entity should have and disclose a Boardskillsmatrix setting out the mix of skills and diversity that theBoardcurrently has or is looking to achieve in itsmembership.	YES	Matrix -SummaryonWebsite	Under the Nomination Committee Charter, the Nomination Committee (or, in its absence, theBoard) is required to prepare a Board skills matrix setting out the mix of skills that the Boardcurrently has (or is looking to achieve). The Committee willreview this at least annuallyagainst the Company's Board skills matrix to ensure it has the appropriate mix of skills todischarge its obligations effectively and to add value and to ensure the Board has the abilityto deal with new and emerging business and governance issues.The Company hasa Board skill matrix setting out the mix of skills and diversity that the Boardcurrently has or is looking to achieve in its membership. A copy is available on the Company'swebsite.The Board Charter requires the disclosure of each Board member's qualifications andexpertise. Full details as to each Director's relevant skills and experience are availablein theDirector's Report section of the Company's financial report.
Recommendation 2.3A listed entity should disclose:(a)the names of the Directors considered by the Boardtobe independent Directors;(b)if a Directorhas an interest, position, association orrelationship of the type described in the CorporateGovernance Principles and Recommendations (4thEdition), but the Boardis of the opinion that it doesnot compromise the independence of the Director,the nature of the interest, position, association orrelationship in question and an explanation of why theBoardis of that opinion; and(c)the length of service of each Director.	YES	AnnualReport-2021	The Board reviewed the independence of each of the Directors in office during the reportingperiod and determined that Non-Executive Directors Ms Bilyana Smith and Darren Cooperwere independent Directors.Independence can only be satisfied if a Directoris free of any business or relationship thatcould materially interfere with or could reasonably be perceived to materially interfere withthe independent exercise of their judgement.Details of the Directors' interests, positions, associations and relationships are provided in theRemuneration Report section of the Annual Report.The length of service of each Director is also disclosed within the Remuneration Report.

ASX Principle and Recommendation	Compliance	Reference	Commentary
Principal 3: Act ethically and responsibly
Recommendation 3.1A listed entity should articulate and disclose itsvalues.	YES	Code of Conduct -website	The Company's values are set out in its Code of Conduct (which forms part of the CorporateGovernance Plan) and are available on the Company's website. All employees are givenappropriate training on the Company's values and senior executives will continually referencesuch values.
Recommendation 3.2A listed entity should:(a)have a code of conduct for its Directors,senior executives and employees; and(b)ensure that the Board or a committee of theBoard is informed of any material breaches ofthat code.	YES	Code of Conduct -website	The Board believes that the success of Spectur has been and will continue to be enhanced by astrong ethical culture within the organisation.Accordingly, Spectur has a Code of Conduct whichsets out the standards with which the Directors, officers, managers, employees and consultantsof Spectur (and its subsidiary) are expected to comply in relation to the affairs of Spectur'sbusiness and when dealing with each other, Shareholders and the broader community.The Codealso outlines the procedure for reporting any breaches of the Code and the possible disciplinaryaction Spectur may take in respect of any breaches.Any material breaches of the Code ofConduct are reported to the Board or a committee of the Board.
Recommendation 3.3A listed entity should:(a) have and disclose a whistleblower policy; and(b) ensure that the Board or a committee of theBoard is informed of any material incidentsreported under that policy.	YES	WhistleblowerPolicy -Website	The Company's Whistleblower Protection Policy (which forms part of the Corporate GovernancePlan) is available on the Company's website.Any material breaches of the Whistleblower Protection Policy are to be reported to the Board ora committee of the Board.
Recommendation 3.4A listed entity should:(a)have and disclose an anti-bribery andcorruption policy; and(b)ensure that theBoard or committee of the Board is informedof any material breaches of that policy.	YES	Anti-Bribery andAnti-CorruptionPolicy -Website	The Company's Anti-Bribery and Anti-Corruption Policy (which forms part of the CorporateGovernance Plan) is available on the Company's website. Any material breaches of the AntiBribery and Anti-Corruption Policy are to be reported to the Board or a committee of the Board.

ASX Principle and Recommendation	Compliance	Reference	Commentary
Principal 5: Make timely and balanced disclosure
Recommendation 5.1A listed entity should:(a)have a written policy for complying with itscontinuous disclosure obligations underListing Rule3.1; anddisclose that policy or a summary of it.	YES	The ContinuousDisclosure andMarketCommunicationsPolicy -available onwebsite	Spectur has adopted a Continuous Disclosure and Market Communications Policy.(a)The Company's Corporate Governance Plan details the Company's ContinuousDisclosure and Market Communications policy.(b)The Continuous Disclosure and Market Communications policy is available on theCompany's website.
Recommendation 5.2A listed entity should ensure that its boardreceives copies of all material marketannouncements promptly after they have beenmade.	YES	The ContinuousDisclosure andMarketCommunicationsPolicy -available onwebsite	Under the Company's Continuous Disclosure and Market Communications Policy (which formspart of the Corporate Governance Plan), all members of the Board receive material marketannouncements promptly after they have been made.
Recommendation 5.3A listed entity that gives a new and substantiveinvestor or analyst presentation should release acopy of the presentation materials on the ASXMarket Announcements Platform ahead of thepresentation.	YES	The ContinuousDisclosure andMarketCommunicationsPolicy -available onwebsite	All substantive investor or analyst presentations were released on the ASX MarketsAnnouncement Platform ahead of such presentations.

ASX Principle and Recommendation	Compliance	Reference	Commentary
Principal 6: Respect the rights of security holders
Recommendation 6.1A listed entity should provide information aboutitself and its governance to investors via itswebsite.	YES	Website	Information about the Company and its governance is available in the Corporate GovernancePlan, Statement and policies, media releases, ASX Announcements, contactsand anoverview ofthe Company canallbe found on the Company's website.
Recommendation 6.2A listed entity should design and implement aninvestor relations program to facilitate effectivetwo-way communication with investors.	YES	ShareholderCommunicationPolicy -website	Spectur has adopted a Shareholder Communications Policy, the purpose of which is to facilitatethe effective exercise of Shareholders' rights by communicating effectively with Shareholders,giving Shareholders ready access to balanced and understandable information about Spectur andits corporate strategies and making it easy for Shareholders to participate in general meetings ofSpectur.
Recommendation 6.3A listed entity should disclose the policies andprocesses it has in place to facilitate andencourage participation at meetings of securityholders.	YES	ShareholderCommunicationPolicy -website	Spectur supports Shareholder participation in general meetings and seeks to provide appropriatemechanisms for such participation, including by ensuring that meetings are held at convenienttimes and places to encourage Shareholder participation.Spectur will use general meetings as a tool to effectively communicate with Shareholders and willallow Shareholders a reasonable opportunity to ask questions of the Boardand to otherwiseparticipate in the meeting.Mechanisms for encouraging and facilitating Shareholder participation such as live webcasting/meetings online, allowing voting in person, by proxy or online, will be reviewed regularly toencourage the highest level of Shareholder participationto meet the current circumstances.
Recommendation 6.4A listed entity should ensure that all substantiveresolutions at a meeting of security holders aredecided by a poll rather than by a show of hands.	YES		All substantive resolutions at general meetings will be decided by poll.

throughout the period and the individualattendances of the members at thosemeetings; or(b)if it does not have a risk committee orcommittees that satisfy (a) above, disclosethat fact and the processes it employs foroverseeing the entity's risk managementframework.			•risk management and oversight of internal controls;•establishing procedures which provide assurance that business risks are identified,consistently assessed and adequately addressed; and•for the overseeing of such procedures.As Spectur's operations grow and evolve, the Board will reconsider the appropriateness offorming a separate risk management committee.
Recommendation 7.2The Boardor a committee of the Boardshould:(a)reviewtheentity'sriskmanagementframework at least annually to satisfy itselfthat it continues to be soundand that theentity is operating with due regard to the riskappetite set by the Board; and(b)disclose, in relation to each reporting period,whether such a review has taken place.	YES	Risk managementPolicy -website	The Board has responsibility for the monitoring of risk management and reviews Spectur's riskmanagement framework on a quarterlybasis to ensure Spectur's risk management frameworkcontinues to be effective. The Managing Directoridentifies and monitorsmajor risks in line withthe Boarddefined risk appetite and ensuring appropriate systems are in place for management.Risks are documented in a risk matrix and tabled at quarterly Boardmeetings.A review of the Company's risk management framework was undertaken during the financialyear.
Recommendation 7.3A listed entity should disclose:(a)if it has an internal audit function, how thefunction is structured and what role itperforms; or(b)if it does not havean internal audit function,that fact and the processes it employs forevaluating and continually improving theeffectivenessofitsgovernance,riskmanagement and internal control processes.	YES	Risk ManagementPolicy -website	Spectur does not currently have an internal audit function. The Board considers that an internalaudit function is not currently necessary given the current size and scope of Spectur's operations.This function is undertaken by relevant staff under the direction of the full Board.Spectur has adopted internal control procedures pursuant to its Risk Management Policy.Spectur's internal controls include the following:•Spectur has a Delegation of Authority for all staff.•Spectur has authorisation limits in place for expenditure and payments;The Board and senior management are charged with evaluating and considering improvementstoa range of internal audit functions and procedureson an ongoing basis.

that such remuneration is appropriate and notexcessive.
Recommendation 8.2A listed entity should separately disclose itspolicies and practices regarding the remunerationof non-executiveDirectors and the remunerationofexecutiveDirectorsandotherseniorexecutives.	YES	RemunerationCommittee Charter-website	Spectur's policies and practices regarding the remuneration of the Managing Directorand NonExecutive Directors and other senior management are set out in the Remuneration Reportcontained in the Company'sAnnual Report for each financial year.
Recommendation 8.3A listed entity which has an equity-basedremuneration scheme should:(a)have a policy on whether participants arepermittedtoenterintotransactions(whether through the use of derivatives orotherwise) which limit the economic risk ofparticipating in the scheme; anddisclose that policy or a summary of it.	YES	SecuritiesTradingPolicy-website	Spectur has adopted an Employee Incentive Planand a Securities Trading Policy. In accordancewith Spectur's Securities Trading Policy, the plan does not allow participants to enter transactionsthat would limit their economic risk under the scheme.Spectur's Securities Trading Policy sets out the circumstances in which the Directors, executives,employees, contractors, consultants and advisors (Designated Persons) are prohibited fromdealing in Spectur's Securities.The policy provides that where a Designated Person is entitled to equity-based remunerationarrangements, that Designated Person must not at any time enter into a transaction (e.g. writinga call option) that operates or is intended to operate to limit the economic risk of holdings ofunvested Spectur Securities or vested Spectur Securities which are subject to a holding lock.

ASX Principle and Recommendation	Compliance	Reference	Commentary
Recommendation 2.4A majority of the Boardof a listed entity should beindependent Directors.	YES	BoardCharter–available onwebsite	The Board wascomprised of a majority of independent Directorsduring the year.There are currently twoDirectors who satisfy the criteria for independence for the purposes ofASX Recommendation 2.4, being Darren Cooper and Bilyana Smith. The independent Directorscomprise a majority of the Board.The Board Charter provides apreference forthe majority ofthe Board be independent nonexecutive Directors. Accordingly, any further appointments would be made on this basis.
Recommendation 2.5The Chairof the Boardof a listed entity should be anindependent Directorand, in particular, should not be thesame person as the CEO of the entity.	YES	BoardCharter–available onwebsite	The Board considers that the Chairman of Spectur, Darren Cooper, is independent with thecriteria for independence outlined in ASX Recommendation 2.3.The Managing Director, Gerard Dyson, is the chief executive officer and is not the Chairperson,which is in compliance with Recommendation 2.5.
Recommendation 2.6A listed entity should have a program for inducting newDirectors and for periodically reviewing whether there is aneed for existing directors to undertake professionaldevelopment to maintain the skills and knowledge neededto perform their role as Directors effectively.	NO	N/A	Spectur does not currently have a formal induction program for new Directors nor does it havea formal professional development program for existing Directors. The Board does not considerthat a formal induction program is necessary given the current size and scope of Spectur'soperations.The Directors have been selected on the basis that collectively they have experiencewith arange ofskills to discharge the Company'sobligations effectively and to add value,and toensurethe Board has the ability to deal with new and emerging business and governance issues.The Company encourages and supports, Directors to attendon behalf of Spectur and otherwise,professional education, technical and commercial seminars and industry conferences whichenable them to maintain their understanding of Directors' duties, risk and corporategovernance, industry matters and technical advances.

ASX Principle and Recommendation	Compliance	Reference	Commentary
Principal 4: Safeguard integrity in corporate reporting
Recommendation 4.1The Boardof a listed entity should:(a)have an audit committee which:(i)has at least three members, all of whomare non-executiveDirectors and amajority of whom are independentDirectors; and(ii)is Chaired by an independent Director,who is not the Chairof the Board,and disclose:(iii)the charter of the committee;(iv)therelevantqualificationsandexperience of the members of thecommittee; and(v)in relation to each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; or(b)if it does not have an audit committee,disclose that fact and the processes itemploys that independently verify andsafeguard the integrity of its corporatereporting, including the processes for theappointment and removal of the externalauditor and the rotation of the audit	YES	Audit Policy–available onwebsite	The Company did not have an Audit Committee for the past financial year as the Board did notconsider the Company would benefit from its establishment.In accordance with the Company's Board Charter, the Board carries out the duties that wouldordinarily be carried out by the Audit Committee under the Audit Policyincluding the followingprocesses to independently verify the integrity of the Company's periodic reports which are notaudited or reviewed by an external auditor, as well as the processes for the appointment andremoval of the external auditor and the rotation of the audit engagement partner.

ASX Principle and Recommendation	Compliance	Reference	Commentary
Recommendation 4.2The Boardof a listed entity should, before itapproves the entity's financial statements for afinancial period, receive from its CEO and CFO adeclaration that, in their opinion, the financialrecords of the entity have been properlymaintained and that the financial statementscomplywiththeappropriateaccountingstandards and give a true and fair view of thefinancial position and performance of the entityand that the opinion has been formed on the basisof a sound system of risk management andinternal control which is operating effectively.	Yes	Kept at registeredoffice	Spectur obtains declarations from its Managing Director and CFO (or equivalent) and CompanySecretary before its financial statements are approved substantially in the form referred to in ASXRecommendation 4.2.The Company has obtained a sign off on these terms for each of its financial statements in thepast financial year.
Recommendation 4.3A listed entity should disclose its process toverify the integrity of any periodic corporatereport it releases to the market that is notaudited or reviewed by an external auditor.	YES		Under the Company's Continuous Disclosure, the Board has appointed the Managing Directortoensure that Company announcements (including the annual directors' report) are accurate,balanced and understandable and provide investors with appropriate information to makeinformed investment decisions. The Managing Directortogether with the CFO (or equivalent)coordinatesthe form of disclosure and verifiesthe accuracy of the information contained inannouncements. Where necessary and possible, the Managing Directorconsults onannouncements with the Chairman of the Board and Directors available at that time.All material announcements are approved by the Board prior to release.The Board obtains declarations from the CEO and CFO (or their equivalents) that the financialinformation contained in the quarterly cashflow reportshasbeen prepared in accordance withAustralian Accounting Standards, givesa true and fair view of the financial information reported,and:the financial records have been properly maintained,risk management and internal compliancecontrol systemsareoperating efficiently and effectively in all material respects in relation tofinancial reporting risks.

ASX Principle and Recommendation	Compliance	Reference	Commentary
Recommendation 7.4A listed entity should disclose whether it has anymaterial exposure to environmental or social risksand, if it does, how it manages or intends tomanage those risks.	YES	N/A	Spectur's primary activity is the sale and distribution of solar surveillance solutions. Theseactivities do not expose Spectur to any particular economic, environmental or social sustainabilityrisks not faced by all other participants in an open economy.The Board will consider on an on-going basis whether Spectur has any particular exposure tomaterial economic, environmental and social sustainability risks and, if identified, Spectur willinclude details in its annual report.
Principal 8: Remunerate fairly and responsibly
Recommendation 8.1The Boardof a listed entity should:(a)have a remuneration committee which:(i)has at least three members, a majority ofwhom are independent Directors; and(ii)is chaired by an independent Director,and disclose:(iii)the charter of the committee;(iv)the members of the committee; and(v)as at the end of each reporting period,the number of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; orif it does not have a remuneration committee,disclose that fact and the processes it employs forsetting the level and composition of remunerationfor Directors and senior executives and ensuring	YES	RemunerationCommittee Charter-website	Spectur established a separate Remuneration Committee, comprising2members, bothof whomare independent Directors, and the Chair of the Committee, Darren Cooper, is an independentDirector.Members of the Remuneration Committee are:Chair –Darren CooperMember -Bilyana SmithThe RemunerationCommittee is not currently compliant with Corporate Governancerecommendations,however, during the reporting period the Board has worked with theRemunerationCommittee to carry outitsduties, including following the process as set out in theRemuneration Committee Charter forestablishing and approvingall compensation arrangementsfor Directors and the senior executive (KMP). The Board isalso responsible for settingperformance criteria, performance indicators, equity incentive performance schemes,superannuation entitlements, retirement and termination entitlementsfor the ManagingDirector. The Boardapproves any equity compensation schemes for employees.The number of times the remuneration committee met throughout the year and the individualattendances of the members at those meetings is detailed in the Remuneration Report to theAnnual Financial Report.

AI assistant

SPECTUR LIMITED — Governance Information 2021

65837_rns_2021-09-07_3492a46e-b7dc-4de4-9c09-9e387a553cbe.pdf

Principal 7: Recognise and manage risk

More from SPECTUR LIMITED

SPECTUR LIMITED Governance Information 2021