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SPECTUR LIMITED — Governance Information 2021
Aug 29, 2021
65837_rns_2021-08-29_57ab40a6-4c02-4bb4-86fb-e21652a2123b.pdf
Governance Information
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Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Name of entity
Spectur Limited
ABN/ARBN Financial year ended:
79 140 151 579 30 June 2021
Our corporate governance statement1 for the period above can be found at:2
This URL on our website:
https://spectur.com.au/wp-content/uploads/2021/08/Spectur-Corporate-Governance-Statement-2021-4th-Edition-Clean.pdf
The Corporate Governance Statement is accurate and up to date as at 20 August 2021 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.3
Date: 30 August 2021
Darren Cooper
Chairman
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.
See notes 4 and 5 below for further instructions on how to complete this form.
1 "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.
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 Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council's recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.
2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3 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.
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above.We have disclosed this in our Corporate GovernanceStatement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above.Our reasons for not doing so are:5 | |
|---|---|---|---|
| PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||
| 1.1 | A listed entity should have and disclose a board chartersetting out:(a)the respective roles and responsibilities of its boardand management; and(b)those matters expressly reserved to the board andthose delegated to management. | and we have disclosed a copy of our board charterat:https://spectur.com.au/wpcontent/uploads/2020/10/6907401_1Board-CharterSpectur-Limited-Final.pdf | ☐set outin our Corporate Governance Statement OR☐we arean externally managed entity and thisrecommendation is therefore not applicable |
| 1.2 | A listed entity should:(a)undertake appropriate checks before appointing adirector or senior executive or putting someoneforward for election as a director; and(b)provide security holders with all material informationin its possession relevant to a decision on whether ornot to elect or re-elect a director. | | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and thisrecommendationis therefore not applicable |
| 1.3 | A listed entity should have a written agreement with eachdirector and senior executive setting out the terms of theirappointment. | | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and thisrecommendation is therefore not applicable |
| 1.4 | The company secretary of a listed entity should beaccountable directly to the board, through the chair, on allmatters to do with the proper functioning of the board. | | ☐set outin our Corporate GovernanceStatement OR☐weare an externally managed entity and thisrecommendation is therefore not applicable |
4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with "insert location" underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert "our corporate governance statement". If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg "pages 10-12 of our annual report"). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg "www.entityname.com.au/corporate governance/charters/").
5 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above.We have disclosed this in our Corporate GovernanceStatement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above.Our reasons for not doing so are:5 | |
|---|---|---|---|
| 1.5 | A listed entity should:(a)have and disclose a diversity policy;(b)through its board or a committee of the boardsetmeasurable objectives for achieving gender diversityin the composition of its board, senior executives andworkforce generally;and(c)disclose in relation to each reporting period:(1)the measurable objectives set forthat period toachievegender diversity;(2)the entity's progress towards achieving thoseobjectives;and(3)either:(A)the respective proportions of men andwomen on the board, in senior executivepositions and across the whole workforce(including how the entity has defined"senior executive" for these purposes); or(B)if the entity is a "relevant employer" underthe Workplace Gender Equality Act, theentity's most recent "Gender EqualityIndicators", as defined in and publishedunder that Act.If the entity was in the S&P/ASX 300 Index at thecommencement of the reporting period, the measurableobjective for achieving gender diversity in the compositionof its board should be to have not less than 30% of itsdirectors of each gender within a specified period. | ☐and we have disclosed a copy of our diversity policy at: | set outin our Corporate Governance Statement OR☐we are an externally managed entity and thisrecommendation is therefore not applicable |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above.We have disclosed this in our Corporate GovernanceStatement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above.5Our reasons for not doing so are: | |
|---|---|---|---|
| 1.6 | A listed entity should:(a)have and disclose a process for periodically evaluatingthe performance of the board, its committees andindividual directors; and(b)disclosefor each reporting period whether aperformance evaluation has been undertakeninaccordance with that processduring or in respect ofthat period. | and we have disclosed the evaluation process referred toin paragraph (a) at:https://spectur.com.au/wpcontent/uploads/2020/10/Board-Committee-and-ExecutiveEvaluation-Policy-18082020.pdfand whether a performance evaluation was undertaken forthe reporting period in accordance with that process at:https://spectur.com.au/wpcontent/uploads/2021/08/Spectur-Corporate-GovernanceStatement-2021-4th-Edition-Clean.pdf | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and thisrecommendation is therefore not applicable |
| 1.7 | A listed entity should:(a)have and disclose a process for evaluating theperformance of its senior executivesat least onceevery reporting period; and(b)disclosefor each reporting period whether aperformance evaluation has been undertakeninaccordance with that processduring or in respect ofthat period. | and we have disclosed the evaluation process referred toin paragraph (a) at:https://spectur.com.au/wpcontent/uploads/2020/10/Board-Committee-and-ExecutiveEvaluation-Policy-18082020.pdfand whether a performance evaluation was undertaken forthe reporting period in accordance with that process at:2021Annual Financial Report | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and thisrecommendation is therefore not applicable |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above.We have disclosed this in our Corporate GovernanceStatement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above.5Our reasons for not doing so are: | |
|---|---|---|---|
| PRINCIPLE 2 - | STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE | ||
| 2.1 | The board of a listed entity should:(a)have a nomination committee which:(1)has at least three members, a majority ofwhom 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, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; or(b)if it does not have a nomination committee,disclose that fact and the processes it employs toaddress board succession issues and to ensure thatthe board has the appropriate balance of skills,knowledge, experience, independence anddiversity to enable it to discharge its duties andresponsibilities effectively. | and we have disclosed a copy of the charter of thecommittee at:https://spectur.com.au/wpcontent/uploads/2020/10/Remuneration-and-NominationCommittee-Charter-Spectur-Limited-Clean-03092019.pdfand the information referred to in paragraphs (4) and (5) at:2021Financial Report –Spectur Limited | set outin our Corporate Governance Statement OR☐we are an externally managed entity and thisrecommendation is therefore not applicable(Spectur was compliant for 11 out of the 12 months of thefinancial period), until the resignation of a director. |
| 2.2 | A listed entity should have and disclose a board skillsmatrix setting out the mix of skills that the boardcurrently has or is looking to achieve in its membership. | and we have disclosed our board skills matrix at:https://spectur.com.au/wp-content/uploads/2021/08/SP3-Director-skills-matrix-27082021-3.pdf | ☐set outin our Corporate Governance Statement OR☐we are anexternally managed entity and thisrecommendation is therefore not applicable |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above.We have disclosed this in our Corporate GovernanceStatement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above.Our reasons for not doing so are:5 | |
|---|---|---|---|
| 2.3 | A listed entity should disclose:(a)the names of the directors considered by the boardto be independent directors;(b)if a director has an interest, position, affiliation orrelationship of the type described in Box2.3 butthe board is of the opinion that it does notcompromise the independence of the director, thenature of the interest, positionor relationship inquestion and an explanation of why the board is ofthat opinion; and(c)the length of service of each director. | and we have disclosed the names of the directorsconsidered by the board to be independent directors at:https://spectur.com.au/wpcontent/uploads/2021/08/Spectur-Corporate-GovernanceStatement-2021-4th-Edition-Clean.pdfand the length of service of each director at:2021Annual Financial Report of SpecturLimited. | ☐set outin our Corporate Governance Statement |
| 2.4 | A majority ofthe board of a listed entity should beindependent directors. | | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and thisrecommendation is therefore not applicable |
| 2.5 | The chair of the board of a listed entity should be anindependent director and, in particular, should not bethe same person as the CEO of the entity. | | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and thisrecommendation is therefore not applicable |
| 2.6 | A listed entity should have a program for inducting newdirectors and for periodically reviewing whether there isa need for existing directors to undertake professionaldevelopment to maintain the skills and knowledgeneeded to perform their role as directors effectively. | | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and thisrecommendation is therefore not applicable |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above.We have disclosed this in our Corporate GovernanceStatement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above.Our reasons for not doing so are:5 | |
|---|---|---|---|
| PRINCIPLE 3 – | INSTIL A CULTUREOF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY | ||
| 3.1 | A listed entity should articulate and disclose its values. | and we have disclosed our values at:https://spectur.com.au/wpcontent/uploads/2020/08/Corporate-Code-of-ConductSpectur-Limited-Final.pdf | ☐set outin our Corporate Governance Statement |
| 3.2 | A listed entity should:(a)have and disclose a code of conduct for itsdirectors, senior executives and employees; and(b)ensure that the boardor a committee of the boardis informed ofany material breachesofthat code. | and we have disclosed our code of conduct at:https://spectur.com.au/wpcontent/uploads/2020/10/Corporate-Code-of-ConductSpectur-Limited-Final.pdf | ☐set outin our Corporate Governance Statement |
| 3.3 | A listed entity should:(a)have and disclose a whistleblower policy; and(b)ensure that the board or a committee of the boardis informed of any material incidents reportedunder that policy. | and we have disclosed our whistleblower policy at:https://spectur.com.au/wp-content/uploads/2020/10/SP3-Whistleblower-Policy-November-2019.pdf | ☐set outin our Corporate Governance Statement |
| 3.4 | A listed entity should:(a)have and disclose an anti-bribery and corruptionpolicy; and(b)ensure that the board or committee of theboard isinformed of any material breaches of that policy. | and we have disclosed our anti-bribery and corruptionpolicy at:https://spectur.com.au/wpcontent/uploads/2020/10/Spectur-Limited-Anti-Bribery-andCorruption-Policy-2019.pdf | ☐set outin our Corporate Governance Statement |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above.We have disclosed this in our Corporate GovernanceStatement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above.5Our reasons for not doing so are: | |
|---|---|---|---|
| PRINCIPLE 4 – | SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS | ||
| 4.1 | The board of a listed entity should:(a)have an audit committee which: | ☐Spectur does not have an audit committee or an auditcommittee charter. Refer to Corporate Governance | set outin our Corporate Governance Statement |
| (1)has at least three members, all of whom arenon-executive directors and a majority ofwhom are independent directors; and | Statement. | ||
| (2)is chaired by an independent director, who isnot the chair of the board, | |||
| and disclose: | |||
| (3)the charter of the committee; | |||
| (4)the relevant qualifications and experience ofthe members of the committee; and | |||
| (5)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, disclosethat fact and the processes it employs thatindependently verify and safeguard the integrity ofits corporate reporting, including the processes forthe appointment and removal of the externalauditor and the rotation of the audit engagementpartner. |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above.We have disclosed this in our Corporate GovernanceStatement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above.5Our reasons for not doing so are: | |
|---|---|---|---|
| 4.2 | The board of a listed entity should, before it approvesthe entity's financial statements for a financial period,receive from its CEO and CFO a declaration that, in theiropinion, the financial records of the entity have beenproperly maintained and that the financial statementscomply with the appropriate accounting standards andgive a true and fair view of the financial position andperformance of the entity and that the opinion has beenformed on the basis of a sound system of riskmanagement and internal control which is operatingeffectively. | | ☐set outin our Corporate Governance Statement |
| 4.3 | A listed entity should disclose its process to verify theintegrity of anyperiodiccorporate report it releases tothe marketthat isnot audited or reviewed by anexternal auditor. | | ☐set outin our Corporate Governance Statement |
| PRINCIPLE 5 – | MAKE TIMELY AND BALANCED DISCLOSURE | ||
| 5.1 | A listed entity shouldhave and disclose a written policyfor complying with its continuous disclosure obligationsunder listing rule3.1. | and we have disclosed our continuous disclosurecompliance policyat:https://spectur.com.au/wp-content/uploads/2020/11/ContDisclosure-and-Market-Coms-Policy-17082020-Clean.pdf | ☐set outin our Corporate Governance Statement |
| 5.2 | A listed entity should ensure that its board receivescopies of all material market announcements promptlyafter they have been made. | | ☐set outin our Corporate Governance Statement |
| 5.3 | A listed entity that gives anewand substantiveinvestoror analyst presentation should release a copy of thepresentation materials on the ASX MarketAnnouncements Platform ahead of the presentation. | https://spectur.com.au/wp-content/uploads/2020/11/ContDisclosure-and-Market-Coms-Policy-17082020-Clean.pdf | ☐set outin our Corporate Governance Statement |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above.We have disclosed this in our Corporate GovernanceStatement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above.5Our reasons for not doing so are: | |
|---|---|---|---|
| PRINCIPLE 6 – | RESPECT THE RIGHTS OF SECURITY HOLDERS | ||
| 6.1 | A listed entity should provide information about itselfand its governance to investors via its website. | and we have disclosed information about us and ourgovernance on our website at:https://spectur.com.au/wpcontent/uploads/2021/08/Spectur-Corporate-GovernanceStatement-2021-4th-Edition-Clean.pdf | ☐set outin our Corporate Governance Statement |
| 6.2 | A listed entity should have an investor relations programthat facilitates effective two-way communication withinvestors. | | ☐set outin our Corporate Governance Statement |
| 6.3 | A listed entity should disclose how it facilitatesandencouragesparticipation at meetings of security holders. | and we have disclosed how we facilitate and encourageparticipation at meetings of security holders at:https://spectur.com.au/wpcontent/uploads/2020/10/6907588_1ShareholderCommunication-Policy-Spectur-Limited-Final.pdf | ☐set outin our Corporate Governance Statement |
| 6.4 | A listed entity should ensure that all substantiveresolutions at a meeting of security holders are decidedby a poll rather than by a show of hands. | | ☐set outin our Corporate Governance Statement |
| 6.5 | A listed entity should give security holders the option toreceive communications from, and send communicationsto, the entity and its security registry electronically. | | ☐set outin our Corporate Governance Statement |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above.We have disclosed this in our Corporate GovernanceStatement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above.Our reasons for not doing so are:5 | |
|---|---|---|---|
| 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 ofwhom 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, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; or(b)if it does not have a risk committee or committeesthat satisfy (a) above, disclose that fact and theprocesses it employs for overseeing the entity's riskmanagement framework. | the company does not have a Risk Committee,howeverthe processes it employs for overseeing the entity's riskmanagement frameworkare detailed within the RiskManagement Policy:https://spectur.com.au/wp-content/uploads/2020/10/RiskManagement-Policy-Spectur-Limited-08122019.pdfand the information referred to in paragraphs (4) and (5) at:2021Annual Financial Report of SpecturLimited. | ☐set outin our Corporate Governance Statement |
| 7.2 | The board or a committee of the board should:(a)review the entity's risk management framework atleast annually to satisfy itself that it continues to besound and that the entity is operating with dueregard tothe risk appetite set by the board; and(b)disclose, in relation to each reporting period,whether such a review has taken place. | and we have disclosed whethera review of the entity'srisk management framework was undertaken during thereporting period at:2021Annual Financial Report of SpecturLimited. | ☐set outin our Corporate Governance Statement |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above.We have disclosed this in our Corporate GovernanceStatement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above.5Our reasons for not doing so are: | |
|---|---|---|---|
| 7.3 | A listed entity should disclose:(a)if it has an internal audit function, how the functionis structured and what role it performs; or(b)if it does not have an internal audit function, thatfact and the processes it employs for evaluatingand continually improving the effectiveness of itsgovernance, risk management and internal controlprocesses. | ☐and we have disclosed how our internal audit function isstructured and what role it performsat: | set outin our Corporate Governance Statement |
| 7.4 | A listed entity should disclose whether it has anymaterial exposure to environmental or social risks and, ifit does, how it manages or intends to manage thoserisks. | and we have disclosed whether we have any materialexposure to environmental and social risks at:https://spectur.com.au/wpcontent/uploads/2021/08/Spectur-Corporate-GovernanceStatement-2021-4th-Edition-Clean.pdf | ☐set outin our Corporate GovernanceStatement |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above.We have disclosed this in our Corporate GovernanceStatement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above.5Our reasons for not doing so are: | |
|---|---|---|---|
| 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 ofwhom 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, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; or(b)if 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 ensuringthat such remuneration is appropriate and notexcessive. | and we have disclosed a copy of the charter of thecommitteeat:https://spectur.com.au/wpcontent/uploads/2020/10/Remuneration-and-NominationCommittee-Charter-Spectur-Limited-Clean-03092019.pdfand the information referred to in paragraphs (4) and (5)at:2021Annual Financial Report of SpecturLimited | ☐set outin our Corporate Governance Statement OR☐we are an externally managed entity and thisrecommendation is therefore not applicable |
| 8.2 | A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executivedirectors and the remuneration of executive directorsand other senior executives. | and we have disclosed separately our remunerationpolicies and practices regarding the remuneration of nonexecutive directors and the remuneration of executivedirectors and other senior executives at:2021Annual Financial Report of Spectur Limited –Remuneration Report | ☐set outin our Corporate GovernanceStatement OR☐we are an externallymanaged entity and thisrecommendation is therefore not applicable |
| Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed therecommendation in fullfor the wholeof the period above.We have disclosed this in our Corporate GovernanceStatement: | Where a box below is ticked, we have NOT followed therecommendation in full for the whole of the period above.5Our reasons for not doing so are: | |
|---|---|---|---|
| 8.3 | A listed entity which has an equity-based remunerationscheme should:(a)have a policy on whether participants arepermitted to enter into transactions (whetherthrough the use of derivatives or otherwise) whichlimit the economic risk of participating in thescheme; and(b)disclose that policy or a summary of it. | and we have disclosed our policy on this issue or asummary of it at:https://spectur.com.au/wpcontent/uploads/2020/10/Securities-Trading-Policy-SpecturLtd-16122019.pdf | ☐set outin our Corporate Governance Statement OR☐we do not have an equity-based remuneration schemeand this recommendation is therefore not applicableOR☐we are an externally managed entity and thisrecommendation is therefore not applicable |
| ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES | |||
| 9.1 | A listed entity with a director who does not speak thelanguage in which board or security holder meetings areheld or key corporate documents are written shoulddisclose the processes it has in place to ensure thedirector understands and can contribute to thediscussions at those meetings and understands and candischarge their obligations in relation to thosedocuments. | ☐and we have disclosed information about the processes inplace at:………………………………………………………………………[insert location] | ☐set outin our Corporate Governance StatementORwe do not have a director in this position and thisrecommendation is therefore not applicable OR☐we are an externally managed entity and thisrecommendation is therefore not applicable |
| 9.2 | A listed entity established outside Australia shouldensure that meetings of security holders are held at areasonable place and time. | ☐ | ☐set outin our Corporate Governance Statement ORwe are established in Australia and thisrecommendation is therefore not applicable OR☐we are an externally managed entity and thisrecommendation is therefore not applicable |
| 9.3 | A listed entity established outside Australia, and anexternally managed listed entity that has an AGM,should ensure that its external auditor attends its AGMand is available to answer questions from securityholders relevant to the audit. | ☐ | ☐set outin our Corporate Governance Statement ORwe are established in Australia and not an externallymanaged listed entity andthis recommendation istherefore not applicable☐we are an externally managed entity that does not holdan AGMand this recommendation is therefore notapplicable |