STREAMPLAY STUDIO LIMITED — Governance Information 2015

Oct 25, 2015

ARROWHEAD RESOURCES LIMITED (formerly Gippsland Limited) ABN: 31 004 766 376

CORPORATE GOVERNANCE STATEMENT - 2015

This statement outlines the main corporate governance practices in place throughout the period from 1 July 2014 to 30 June 2015, which comply with the ASX Corporate Governance Council recommendations, unless otherwise stated. The Corporate Governance Statement is dated 26 October 2015. The Corporate Governance Statement was approved by the Board of Arrowhead Resources Limited on 26 October 2015.

The Company is committed to implementing the highest standards of corporate governance appropriate for a Company of its size, scale and complexity. In determining what those high standards should involve, the Company has turned to the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations. The ASX Corporate Governance Council (“the Council”) issued the third edition of the Corporate Governance Principles and Recommendations in March 2014.

To illustrate where the Company has addressed each of the Council’s revised recommendations, the following summary crossreferences to each revised recommendation. Details of all of the revised recommendations can be found on the ASX Corporate Governance Council’s website.

Introduction

Arrowhead has adopted systems of control and accountability as the basis for the administration of corporate governance. Some of these policies and procedures are summarised below.

The following additional information about the Company's corporate governance practices is set out on the Company's website at www.gippslandltd.com :

• Board Charter;

• Board Composition Policy;

• Code of Conduct for Directors and Executives;

• Securities Trading Policy;

• Shareholder Communications Strategy;

• Continuous Disclosure Policy; and

• Diversity Policy.

Explanations for Departures from Best Practice Recommendations

During the period the Company has complied with the majority of the Eight Essential Corporate Governance Principles and the corresponding Best Practice Recommendations as published by the Council and as detailed below:

1. LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

Council Principle 1:

A listed entity should establish and disclose the respective roles and responsibilities of its board and management and how their performance is monitored and evaluated.

Council Recommendation 1.1:

A listed entity should disclose;

• the respective roles and responsibilities of the board and management; and

• those matters expressly reserved to the Board and those delegated to management.

The Company complies with this Recommendation 1.1.

The board has set out the responsibilities of the Board in the Board Charter which can be accessed on the company website. Any functions not reserved for the Board and not expressly reserved for members by the Corporations Act and ASX Listing Rules are reserved for management.

Council Recommendation 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 Company complies with this Recommendation 1.2.

1 ASX Change of Name and ASX Code 19 October 2015

The Company believes it is appropriate to undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director. Security holders are provided with all material information in the Company’s possession relevant to a decision on whether or not to elect or re-elect a director.

Council Recommendation 1.3:
A listed entity should have a written agreement with each director and senior executive setting out the terms of their
appointment.
The Company complied with this Recommendation 1.3.
Recommendation 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 Company complied with this Recommendation 1.4.
Council Recommendation 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 establish
measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in
achieving the;
(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 Company partly complies with this Recommendation 1.5.
The Board has adopted a Diversity Policy, a copy of which is available on the Company’s website. The Company has a policy
not to discriminate on the basis of age, gender, ethnicity, sexuality, physical ability or cultural or religious beliefs.
The Company recognises the benefits arising from employee and board diversity, including accessing different perspectives
and ideas and benefitting from a greater pool of talent.
Factors such as gender, race, age or disability are irrelevant and are not taken into account when making employment
decisions. In all cases, the person most suited to the position is selected based on their skills and qualifications without bias
or prejudice.
Consistent with the Company’s policy of non-discrimination, the Board has chosen not to set specific measurable targets for
gender diversity.
Consistent with the Company’s policy of non-discrimination, the Board has chosen not to report, specific measurable targets
for gender diversity.
The Company complies with this recommendation and provides the following disclosure at the date of this statement;
No. of female board members 0 0%
No. of female employees 0 0%
No. of female employees in senior positions 0 0%
No. of female contractors 0 0%
No. of female contractors in senior positions 0 0%
Council Recommendation 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.

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The Company complies with this Recommendation 1.6.

The Board has adopted an annual evaluation process to measure its own performance. Also, the Board undertakes an annual review in relation to the composition and skills mix of the Directors of the Company. The evaluation process was not undertaken during the reporting period. This was due to the significant upheaval on the Board during the reporting period.

Council Recommendation 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 Company complies with this Recommendation 1.7. Arrangements put in place by the Board to monitor the performance of the Group's executives include:

• a review by the Board of the Group's financial and operating performance;

• comparison of executive remuneration levels to industry benchmarks; and

• annual performance appraisal meetings between the executive and the Chairman incorporating analysis of performance with each individual to ensure that the level of reward is aligned with respective responsibilities and individual contributions made to the success of the Company.

The evaluation process was not undertaken during the reporting period. This was due to the significant upheaval on the Board during the reporting period.

2. STRUCTURE THE BOARD TO ADD VALUE

Council Principle 2: A listed entity should have a board of an appropriate size, composition, skills and commitment to enable it to discharge its duties effectively

Recommendation 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

The board complies with this Recommendation 2.1. It is not a company policy to have a nomination committee, given the size and scale of Arrowhead Resources Limited. The role of a nomination committee is carried out by the full Board. The full board considers the appointment of new directors on an informal basis. The Board’s policy for the appointment of new directors to the Board can be accessed on the Board Composition Policy at http://www.gippslandltd.com/AboutUs/CorporateGovernanceStatement.aspx Recommendation 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.

The Company does not comply with this Recommendation 2.2.

For a Company of Arrowhead’s size and complexity a board skills matrix is not considered to be necessary.

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Recommendation 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 Company complies with Recommendation 2.3.

The skills, experience and expertise relevant to the position held by each director are disclosed in the Directors Report.

The Board has determined that individual Directors have the right in connection with their duties and responsibilities as Directors, to seek independent professional advice at the Company's expense. The engagement of an outside adviser is subject to prior approval of the Chairman and this will not be withheld unreasonably. If appropriate, any advice so received will be made available to all Board members.

The Board considers Mr. Kenny to be an independent director. Mr. Kenny has been a director of the Company for over fifteen years. The Company believes that each of Mr. Kenny is able to and does exercise independent judgment in all decisions related to the Company. Mr Kenny is a highly experienced business person and is well aware of his fiduciary duties as a director.

The Board considers Mr. Rosenstreich and Mr Caren to be non-independent directors as they are executives of the Company.

The period of office held by each director as at the date of this statement is as follows;

Mr Rosenstreich	Appointed 24 March 2014	1 years, 7 months
Mr Caren	Appointed 24 April 2015	0 years, 6 months
Mr Kenny	Appointed 2 September 1999	16 years, 2 months
Prior to their resignations,	neither Mr Gandel nor Mr Starink was considered by the Board to be an independent director.

Council Recommendation 2.4:

A majority of the board of a listed entity should be independent directors.

The Company does not comply with Recommendation 2.4. At present the Company believes that the individuals on the Board can make, and do make, quality and independent judgments in the best interests of the Company on all relevant issues. Directors having a conflict of interest in relation to a particular item of business must absent themselves from the Board Meeting before commencement of discussion on the topic.

The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the expense of appointing additional independent Non-Executive Directors. Council Recommendation 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 Company does not comply with Recommendation 2.5.

The Company’s Chairperson, Mr Rosenstreich, is considered by the Board not to be independent. The Company’s chair is also the CEO of the entity. However the Board believes that the Chairman is able and does bring quality judgment to all relevant issues falling within the scope of the role of a Chairman.

The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to necessitate the appointment of an independent Chairman.

Recommendation 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 Company does not comply with this Recommendation 2.6. The Company does not have a policy to provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. The directors have

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extensive external business involvements. All directors are up to date with current business practices. It is not practical for a Company of Arrowhead’s size and scale to initiate such a program. New directors are provided with access and directions to the Company’s corporate governance manuals and policies.

3. ACT ETHICALLY AND RESPONSIBLY

Council Principle 3: A listed entity should act ethically and responsibly Recommendation 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. The Company complies with this Recommendation 3.1. The Company has adopted a Code of Conduct which can be accessed on the website.

4. SAFEGUARD INTEGRITY IN CORPORATE REPORTING

Council Principle 4:	Council Principle 4:
A	listed entity should have formal and rigorous processes that independently verify and safeguard the integrity of its
corporate reporting.
Recommendation 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,
	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.
The Company complies with this Recommendation 4.1.
The Company is not currently considered to be of a size, nor are its affairs of such complexity to justify the establishment of
a separate Audit Committee. Whilst the Company does not have a formally constituted Audit Committee, the board, as part
of its usual role, undertakes audit related responsibilities including:
•	Reviewing the annual and interim financial reports and other financial information distributed externally. This includes
	approving new accounting policies to ensure compliance with Australian Accounting Standards and generally accepted
	accounting principles, and assessing whether the financial information is adequate for shareholders needs;
•	Assessing corporate risk assessment processes;
•	Assessing whether non-audit services provided by the external auditor are consistent with maintaining the external
	auditor’s independence. The external auditor provides an annual declaration of independence which is consistent with
	Code of Conduct APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and
	Ethical Standards Board;
•	Addressing any matters outstanding with auditors, Australian Taxation Office, Australian Securities and Investments
	Commission, ASX and financial institutions.
•	Reviewing the nomination and performance of the external auditor. The external audit engagement partner will be
	rotated every five years. The external audit partner rotation was last completed at the full year audit for the year
	ended 30 June 2015;
•	Assessing the adequacy of the internal control framework and the Company’s code of ethical standards;
•	Monitoring the procedures to ensure compliance with the Corporations Act 2001 and the ASX Listing Rules and all other
	regulatory requirements.

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The directors review the performance of the external auditors on an annual basis and normally meet with them during the year to:

• Discuss the external audit plans, identify any significant changes in structure, operations, internal controls or accounting policies likely to impact the financial statements and to review the fees proposed for the audit work to be performed;

• Review the annual and half-year reports prior to lodgement with the ASX, and any significant adjustments required as a result of the auditor’s findings, and to recommend board approval of these documents, prior to announcement of result.

The board monitors the need to form an Audit Committee on a periodic basis.

Recommendation 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 Company complies with this Recommendation 4.2.

The Board receives assurance from the Chief Executive Officer and the Company Secretary in the form of a declaration, prior to approving the financial statements. The board has received assurance from the Chief Executive Officer and the Chief Financial Officer that 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 effectively in all material respects in relation to financial reporting risks.

Recommendation 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 Company complies with this Recommendation 4.3.

The Company’s auditor attended the AGM in November 2014 and was available to answer questions from security holders relevant to the audit.

5. MAKE TIMELY AND BALANCED DISCLOSURE

Council Principle 5:

A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price or value of its securities.

Recommendation 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.

The Company complies with this Recommendation 5.1.

The Company has adopted a Continuous Disclosure Policy which is available on its website.

6. RESPECT THE RIGHTS OF SECURITY HOLDERS

Council Principle 6:

A listed entity should respect the rights of its security holders by providing them with appropriate information and facilities to allow them to exercise those rights effectively.

Recommendation 6.1

A listed entity should provide information about itself and its governance to investors via its website.

The Company complies with this Recommendation 6.1.

The Company maintains a current and informative website.

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Recommendation 6.2

A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.

The Company complies with this Recommendation 6.2. The Company has adopted a Shareholder Communication Strategy which is available on its website. Council Recommendation 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. The Company complies with this Recommendation 6.3. The Company facilitates and encourages participation at meetings of shareholders by providing a direct voting facility and encourages security holders who are not able to attend meetings to submit questions ahead of the meeting. This is disclosed as part of the Company’s Shareholder Communication Policy. Recommendation 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 Company complies with this Recommendation 6.4. The Company gives security holders the option to receive communications (specifically annual reports and other correspondence) from the entity and its security registry electronically, insofar as is currently permitted by the Corporations Act.

7. RECOGNISE AND MANAGE RISK

Council Principle 7: A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework. Recommendation 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 (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. The Company complies with this Recommendation 7.1. The Company does not have a Risk Committee. The consolidated entity has in place a framework to safeguard Company assets and ensure that business risks are identified and properly managed. It is part of the board’s oversight role to oversee the establishment and implementation of the risk management system, and to review the effectiveness of the company’s implementation of that system. Due to the size of the company it does not have an internal audit function or a Risk sub-committee of the Board. The Board monitors the management of risks on an ongoing basis and requires management to design and implement a risk management and internal control system to manage the entity’s material business risks. Management is responsible for the identification, assessment, monitoring and management of material risk throughout the company. Recommendation 7.2 The board or a committee of the board should:

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(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 Company complies with this Recommendation 7.2. Management reports to the Board annually to confirm how each of the company’s material business risks is being managed. Management did not report to the Board during the period due to the significant upheaval on the Board during the reporting period. Recommendation 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. The Company complies with this Recommendation 7.3. The Company does not have an internal audit function. The Company believes that the risk management framework it has in place will be effective for a company of its scale and complexity, subject to the annual review being performed. The Company maintains a risk matrix which identifies key risks. Recommendation 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. The Company complies with this Recommendation 7.4. The Company is aware of its impact on the economy, environment and the community and risks to the Company if it does not deal with these matters appropriately. The Board is responsible for determining whether the Company has a material exposure to inter alia, economic, environmental and sustainability risks and, if it does, how it manages or intends to manage those risks.

8. REMUNERATE FAIRLY AND RESPONSIBLY

Council Principle 8: A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of value for security holders.

Recommendation 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 that such remuneration is appropriate and not excessive. The Company complies with this Recommendation 8.1. The Company does not have a remuneration committee, given the size and scale of Arrowhead Resources Limited. The role of a remuneration committee is carried out by the full Board. The board considers that a formally constituted Remuneration Committee is not appropriate as the board, as part of its usual role, oversees the appointment and remuneration of directors and the Company’s executive officers. Remuneration levels are competitively set to attract and retain appropriately qualified and experienced directors and senior executives.

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The board may seek independent advice on the appropriateness of remuneration packages, given trends in comparative companies both locally and internationally. Remuneration packages are largely comprised of fixed remuneration.

The remuneration structures explained below are designed to attract suitably qualified candidates, and to affect the broader outcome of maximising the Company’s profitability. The remuneration structures take into account:

• Overall level of remuneration for each director and executive;

• The executive’s ability to control the performance of the relevant area; and

• The amount of incentives within each executive’s remuneration.

Shares and options can only be issued to Company Directors under a resolution at a general meeting of shareholders.

Non-Executive Directors may receive a base fee and can be remunerated by way of share and option issues approved under a resolution at a general meeting of shareholders. No shares or options have been issued to directors as part of their remuneration during the period.

The board has no established retirement or redundancy schemes for directors. There are no unvested entitlements under equity based remuneration schemes.

Recommendation 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.

The Company complies with this Recommendation 8.2. These details are disclosed in the Remuneration Report.

Recommendation 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.

The Company complies with this Recommendation 8.3.

The Company does not have an equity-based remuneration scheme.

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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

Arrowhead Resources Limited

ABN/ARBN	ABN/ARBN	Financialyear ended
31 004 766 376		30 June 2015

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.gippslandltd.com/AboutUs/CorporateGovernanceStatement.aspx

The Corporate Governance Statement is accurate and up to date as at 26 October 2015 and has been approved by the board.

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

Date here: 26 October 2015

Sign here: _ Director/company secretary

Print name: Rowan Caren

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.

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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 haveNOT followed 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 StatementOR � 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.gippslandltd.com/AboutUs/CorporateGovernanceStatement.aspx _ Insert location here	� an explanation why that is so in our Corporate Governance StatementOR � 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 StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable

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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 haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
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 StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable
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 StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance StatementOR � 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	… the fact that we have a diversity policy that complies with paragraph (a): � in our Corporate Governance StatementOR � at this location: ______ Insert location here … and a copy of our diversity policy or a summary of it: √at this location: http://www.gippslandltd.com/AboutUs/CorporateGovernanceStatement.aspx 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 StatementOR � at this location: ______ Insert location here	√an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable

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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 haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
	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.	… and the information referred to in paragraphs (c)(1) or (2): √in our Corporate Governance StatementOR � at this location: _________ Insert location here
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 StatementOR � at this location: ______ Insert location here … and the information referred to in paragraph (b): √in our Corporate Governance StatementOR � at this location: ______ Insert location here	� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable

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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 haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
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 StatementOR � at this location: ______ Insert location here … and the information referred to in paragraph (b): √in our Corporate Governance StatementOR � at this location: ______ Insert location here	� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable

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	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 haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
	PRINCIPLE 2-STRUCTURE THE BOARD TO ADD VALUE
	2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom 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 StatementOR � at this location: ______ Insert location here … and a copy of the charter of the committee: � at this location: ______ Insert location here … and the information referred to in paragraphs (4) and (5): � in our Corporate Governance StatementOR � at this location: ______ 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 StatementOR � at this location: ______ Insert location here	� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable

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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 haveNOT followed 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 StatementOR � at this location: _________ Insert location here	√an explanation why that is so in our Corporate Governance StatementOR � 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 StatementOR � at this location: ______ Insert location here … where applicable, the information referred to in paragraph (b): √in our Corporate Governance StatementOR � at this location: ______ Insert location here … the length of service of each director: √in our Corporate Governance StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance Statement

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	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 followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOT followed 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 StatementOR � at this location: _________ Insert location here		√an explanation why that is so in our Corporate Governance StatementOR � 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 StatementOR � at this location: _________ Insert location here		√an explanation why that is so in our Corporate Governance StatementOR � 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 StatementOR � at this location: _________ Insert location here		√an explanation why that is so in our Corporate Governance StatementOR � 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.	… ou � √	r code of conduct or a summary of it: in our Corporate Governance StatementOR at this location: http://www.gippslandltd.com/AboutUs/CorporateGovernanceStatement.aspx _ 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:	[If the entity complies with paragraph (a):]		� an explanation whythat is so

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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 haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
	(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, 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	… the fact that we have an audit committee that complies with paragraphs (1) and (2): � in our Corporate Governance StatementOR � at this location: ______ Insert location here … and a copy of the charter of the committee: � at this location: ______ Insert location here … and the information referred to in paragraphs (4) and (5): � in our Corporate Governance StatementOR � at this location: ______ 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 StatementOR � at this location: ______ Insert location here	in our Corporate Governance Statement

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	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 followed the recommendation in full for the whole of the period above. We have disclosed …	We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
		engagement partner.
	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 StatementOR � 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 StatementOR � at this location: _________ Insert location here		� an explanation why that is so in our Corporate Governance StatementOR � 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.	… ou � √	r continuous disclosure compliance policy or a summary of it: in our Corporate Governance StatementOR at this location: http://www.gippslandltd.com/AboutUs/CorporateGovernanceStatement.aspx _ Insert location here	� an explanation why that is so in our Corporate Governance Statement

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	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 haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
	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.gippslandltd.com/AboutUs/CorporateGovernanceStatement.aspx _ Insert location here	� an explanation why that is so in our Corporate Governance Statement
	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 StatementOR � 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 StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance StatementOR � 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 StatementOR � 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:	[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 StatementOR	� an explanation why that is so in our Corporate Governance Statement

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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 haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
	(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 risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	� at this location: ______ Insert location here … and a copy of the charter of the committee: � at this location: ______ Insert location here … and the information referred to in paragraphs (4) and (5): � in our Corporate Governance StatementOR � at this location: ______ 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 StatementOR � 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 StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance Statement

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	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 haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
	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 StatementOR � 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 continually improving the effectiveness of our risk management and internal control processes: √in our Corporate Governance StatementOR � at this location: ______ Insert location here	� an explanation why that is so in our Corporate Governance Statement
	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 StatementOR � at this location: _________ 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:	[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 StatementOR � at this location: _________ Insert location here … and a copy of the charter of the committee:	� an explanation why that is so in our Corporate Governance StatementOR � 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 haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
	(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 that such remuneration is appropriate and not excessive.	� at this location: ______ Insert location here … and the information referred to in paragraphs (4) and (5): � in our Corporate Governance StatementOR � at this location: ______ 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 StatementOR � 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 StatementOR √at this location: Remuneration Report Insert location here	� an explanation why that is so in our Corporate Governance StatementOR � 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 haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
	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: � in our Corporate Governance StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance StatementOR √we do not have an equity- based remuneration scheme and this recommendation is therefore not applicableOR � we are an externally managed entity and this recommendation is therefore not applicable
	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 StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance Statement

15

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 haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
-	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 StatementOR � at this location: _________ Insert location here	� an explanation why that is so in our Corporate Governance Statement

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