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STREAMPLAY STUDIO LIMITED Governance Information 2020
65841_rns_2020-08-30_3fd5c015-56db-4d6c-a15f-104d1001df9d.pdf
Governance Information
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ASX RELEASE
31 August 2020
APPENDIX 4G AND 2020 CORPORATE GOVERNANCE STATEMENT
Please find attached the Appendix 4G and 2020 Corporate Governance Statement in accordance with Listing Rules 4.7.3, 4.7.4 and 4.10.3.
-Ends-
For more information please contact:
Bert Mondello Gregory Stevens Chairman CEO P: +61 8 6380 2555 P: +27 72 420 4811
Australia South Africa
E: [email protected] E: [email protected]
About Emerge Gaming
Emerge Gaming Limited (ASX:EM1) is a leading eSports and casual gaming tournament company. Emerge Gaming operates the online eSports and casual gaming tournament platform technology and lifestyle hub. Via this platform, casual, social and hardcore gamers can play hundreds of gaming titles against each other via their mobile, console or PC, earning rewards and winning prizes.
The platform uses its unique IP, advanced analytics tracking and proprietary algorithms to deliver an optimum tournament gaming experience for users while providing advertisers with the perfect vehicle for delivery of their messaging to a fully engaged audience.
More information: www.emergegaming.com.au
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
| Emerge Gaming Limited | ||
|---|---|---|
| Financial year ended: | ||
| 30 June 2020 | ||
Our corporate governance statement2 for the above period above can be found at:3
☐ These pages of our annual report:
☒ This URL on our website: http://www.emergeming.com.au/
The Corporate Governance Statement is accurate and up to date as at 31 August 2020 and has been approved by the Board.
The annexure includes a key to where our corporate governance disclosures can be located.
Date: 31 August 2020
Print name: Derek Hall
Signature: ____________________________
Company Secretary
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.
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
| Corporate Governance Council recommendation | We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… | We have NOT followed the recommendationin full for thewhole of theperiod above. We have disclosed … | |
|---|---|---|---|
| PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||
| 1.1 | Alisted entity should disclose:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated 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 ourboard and management(including those matters expressly reserved tothe board and those delegatedto management):☒at http://www.emergegaming.com.au/ | ☐an explanation why that is soin our Corporate GovernanceStatementOR☐we arean externally managed entity and thisrecommendation is therefore not applicable |
| 1.2 | Alisted entity should:(a)undertake appropriate checks before appointing a person, orputting forward to security holders a candidate for election,as a director; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director. | … the factthat we follow this recommendation:☒in our Corporate Governance StatementOR☐at this location:[insert location here] | ☐an explanation why that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and thisrecommendationis therefore not applicable |
| 1.3 | A listed entity should have a written agreement with each directorand 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 explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and thisrecommendation is therefore not applicable |
| Corporate Governance Council recommendation | We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… | We have NOT followed the recommendationin full for thewhole of theperiod above. We have disclosed … | |
|---|---|---|---|
| 1.4 | The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters to do with theproper functioning of the board. | … the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at this location:[insert location here] | ☐an explanationwhy that is soin our Corporate GovernanceStatementOR☐weare an externally managed entity and thisrecommendation is therefore not applicable |
| 1.5 | A listed entity should:(a)have a diversity policy which includes requirements for theboardor a relevant committee of the board tosetmeasurable objectives for achieving gender diversity andtoassess annually both the objectives and the entity's progressin achieving them;(b)disclose that policy or a summary of it; and(c)disclose as at the end of each reporting periodthemeasurable objectives for achieving gender diversity set bythe board or a relevant committee of the board in accordancewith the entity's diversity policy and its progress towardsachieving themand either:(1)the respective proportions of men and women on theboard, in senior executive positions and across thewhole organisation (including how the entity has defined"senior executive" for these purposes); or(2)if the entity is a "relevant employer" under the WorkplaceGender Equality Act, the entity's most recent "GenderEquality Indicators", as defined in and published underthat Act. | … the fact that we have a diversity policy that complies withparagraph(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:[insert location here]… the measurable objectives for achieving gender diversity set by theboard or a relevant committee of the board in accordance with ourdiversity policy and our progress towardsachieving them:☐in our Corporate Governance StatementOR☐at this location:[insert location here]… and the information referred to in paragraphs (c)(1) or(2):☐in our Corporate Governance StatementOR☐at this location:[insert location here] | ☒an explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and thisrecommendation is therefore not applicable |
| Corporate Governance Council recommendation | We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… | We have NOT followed the recommendationin full for thewhole of theperiod above. We have disclosed … | |
|---|---|---|---|
| 1.6 | A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; and(b)disclose,in relation to each reporting period, whether aperformance evaluation was undertaken in thereportingperiod in accordance with that process. | … the evaluationprocess 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 soin our Corporate GovernanceStatementOR☐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 periodically evaluating theperformance of its senior executives; and(b)disclose,in relation to each reporting period, whether aperformance evaluation was undertaken in the reportingperiod in accordance with that process. | … the evaluationprocess 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 explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and thisrecommendation is therefore not applicable |
| Corporate Governance Council recommendation | We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… | We have NOT followed the recommendationin full for thewhole of theperiod 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 areindependent 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 oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have a nomination committee, disclose thatfact and the processes it employs to address boardsuccession issues and to ensure that the board has theappropriate balance of skills, knowledge, experience,independence and diversity to enableit to discharge itsduties and responsibilities effectively. | [If the entity complies with paragraph (a):]… the fact that we have a nomination committee that complies withparagraphs (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 theprocesses we employ to address board succession issues and to ensurethat the board has the appropriate balance of skills, knowledge,experience, independence and diversity to enable it to discharge itsduties and responsibilities effectively:☐in our Corporate Governance StatementOR☐at this location:[insert location here] | ☐an explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and thisrecommendation is therefore not applicable |
| Corporate Governance Council recommendation | We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… | We have NOT followed the recommendationin full for thewhole of theperiod above. We have disclosed … | ||
|---|---|---|---|---|
| 2.2 | A listed entity should have and disclose a board skills matrixsetting out the mix of skills and diversity that the board currentlyhas or is looking to achieve in its membership. | … our boardskills matrix:☐in our Corporate Governance StatementOR☐at this location:[insert location here] | ☒☐ | an explanation why that is soin our Corporate GovernanceStatementORwe are an externally managed entity and thisrecommendation is therefore not applicable |
| 2.3 | A listed entity should disclose:(a)the names of the directors considered by the board to beindependent directors;(b)if a director has an interest, position, association orrelationship of the type described in Box2.3but the boardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,position, association or relationship in question and anexplanation 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 independentdirectors:☒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 explanationwhy that is soin our Corporate GovernanceStatement |
| 2.4 | A majority of the board of a listed entity should be independentdirectors. | … the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at this location:[insert location here] | ☐☐ | an explanationwhy that is so in our Corporate GovernanceStatementORwe are an externally managed entity and thisrecommendation is therefore not applicable |
| 2.5 | The chair of the board of a listed entity should be an independentdirector and, in particular, should not be the same person as theCEO of the entity. | … the fact thatwe follow this recommendation:☒in our Corporate Governance Statement | ☐ | an explanationwhy that is so in our Corporate GovernanceStatement |
| Corporate Governance Council recommendation | We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… | We have NOT followed the recommendationin full for thewhole of theperiod above. We have disclosed … | |
|---|---|---|---|
| OR☐at this location:[insert location here] | OR☐we are an externally managed entity and thisrecommendationis therefore not applicable | ||
| 2.6 | A listed entity shouldhave a program for inducting new directorsand provideappropriate professional development opportunitiesfor directors to develop and maintain the skills and knowledgeneeded to perform their role as directorseffectively. | … the factthat we follow this recommendation:☒in our Corporate Governance StatementOR☐at this location:[insert location here] | ☐an explanationwhy that is so in our Corporate GovernanceStatementOR☐we are an externally managed entity and thisrecommendation is therefore not applicable |
| PRINCIPLE 3 – | ACTETHICALLYAND RESPONSIBLY | ||
| 3.1 | A listed entity should:(a)have a code of conduct for its directors, senior executivesand employees; and(b)disclose that code or a summary of it. | … our codeof conduct or a summary of it:☐in our Corporate Governance StatementOR☒at http://www.emergegaming.com.au/ | ☐an explanationwhy that is soin our Corporate GovernanceStatement |
| Corporate Governance Council recommendation | We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… | We have NOT followed the recommendationin full for thewhole of theperiod above. We have disclosed … | |
|---|---|---|---|
| PRINCIPLE 4 – | SAFEGUARD INTEGRITY IN CORPORATE REPORTING | ||
| 4.1 | The board of a listed entity should:(a)have an audit committee which:(1)has at least three members, all of whom are nonexecutive directors and a majority of whom areindependent directors; and(2)is chaired by an independent director, who is not thechair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience of themembers of the committee; and(5)in relation to each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings;or(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verify andsafeguard the integrity of its corporate reporting, includingthe processes for the appointment and removal of theexternal auditor and the rotation of the audit engagementpartner. | [If the entity complies with paragraph (a):]… the fact that we have an audit committee that complies withparagraphs (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 complieswith paragraph (b):]… the fact that we do not have an audit committeeand the processes weemploy that independently verify and safeguard the integrity of ourcorporate reporting, including the processes for the appointment andremoval of the external auditor and the rotation of the audit engagementpartner:☒in our Corporate Governance StatementOR☐at this location:[insert location here] | ☐an explanation why that is soin our Corporate GovernanceStatement |
| 4.2 | The board of a listed entity should, before it approves the entity'sfinancial statements for a financial period, receive from its CEOand CFO a declaration that, in their opinion,the financial recordsof the entity have been properly maintained and that the financialstatements comply with the appropriate accounting standardsand give a true and fair view of the financial position and | … the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at this location: | ☐an explanation why that is soin our Corporate GovernanceStatement |
| Corporate Governance Council recommendation | We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… | We have NOT followed the recommendationin full for thewhole of theperiod above. We have disclosed … | |
|---|---|---|---|
| performance of the entityand that the opinion has been formedon the basis of a sound system of risk management and internalcontrol which is operating effectively. | [insert location here] | ||
| 4.3 | A listed entity that has an AGM should ensure that its externalauditor attends its AGM and is available to answer questionsfrom security holders relevant to the audit. | … the fact thatwe follow this recommendation:☒in our Corporate Governance StatementOR☐at this location:[insert location here] | ☐an explanationwhy that is so in our Corporate GovernanceStatementOR☐we are an externally managed entity that does not holdanannual general meeting and this recommendation istherefore not applicable |
| PRINCIPLE 5 – | MAKE TIMELY AND BALANCED DISCLOSURE | ||
| 5.1 | A listed entity should:(a)have a written policy for complying with its continuousdisclosure obligations under the Listing Rules; and(b)disclose that policy or a summary of it. | … our continuous disclosure compliance policy or a summary of it:☐in our Corporate Governance StatementOR☒at http://www.emergegaming.com.au/ | ☐an explanationwhy that is soin our Corporate GovernanceStatement |
| PRINCIPLE 6 – | RESPECT THE RIGHTS OF SECURITY HOLDERS | ||
| 6.1 | A listed entity should provide information about itself and itsgovernance to investors via its website. | … information about us and our governance on our website:☒at this location:http://www.emergegaming.com.au/ | ☐an explanationwhy that is soin our Corporate GovernanceStatement |
| 6.2 | A listed entity should design and implement an investor relationsprogram to facilitate effective two-way communication withinvestors. | … the factthat we follow this recommendation:☐in our Corporate Governance StatementOR☒at http://www.emergegaming.com.au/ | ☐an explanationwhy that is soin our Corporate GovernanceStatement |
| 6.3 | A listed entity should disclose the policies and processes it has inplace to facilitate and encourage participation at meetings ofsecurity holders. | … our policies and processes for facilitating and encouragingparticipation at meetings of security holders:☐in our Corporate Governance StatementOR | ☐an explanationwhy that is so in our Corporate GovernanceStatementOR☐we are an externally managed entity that does not hold |
| ☒at http://www.emergegaming.com.au/ | periodic meetingsof security holders and thisrecommendationis therefore not applicable |
| Corporate Governance Council recommendation | We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… | We have NOT followed the recommendationin full for thewhole of theperiod above. We have disclosed … | |
|---|---|---|---|
| 6.4 | A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically. | … the fact that we follow this recommendation:☐in our Corporate Governance StatementOR☒at http://www.emergegaming.com.au/ | ☐an explanationwhy that is soin our Corporate GovernanceStatement |
| Corporate Governance Council recommendation | We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… | We have NOT followed the recommendationin full for thewhole of theperiod above. We have disclosed … | |
|---|---|---|---|
| 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 ofwhich:(1)has at least three members, a majority of whom areindependent 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 oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings;or(b)if it does not have a risk committee or committeesthatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework. | [If the entity complies with paragraph (a):]… the fact that we have a committee or committees to oversee risk thatcomplywith 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 withparagraph (b):]… the fact that we do not have a risk committeeor committees thatsatisfy (a) and the processes we employ for overseeing our riskmanagement framework:☒in our Corporate Governance StatementOR☐at this location:[insert location here] | ☐an explanationwhy that is soin our Corporate GovernanceStatement |
| 7.2 | The board or a committee of the board should:(a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be sound; and(b)disclose,in relation to each reporting period, whether sucha review has taken place. | … the fact that we followthis recommendation:☒in our Corporate Governance StatementOR☐at this location:[insert location here] | ☐an explanationwhy that is soin our Corporate GovernanceStatement |
| Corporate Governance Council recommendation | We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… | We have NOT followed the recommendationin full for thewhole of theperiod above. We have disclosed … | |
|---|---|---|---|
| 7.3 | A listed entity should disclose:(a)if it has an internal audit function, how the function isstructured and what role it performs;or(b)if it does not have an internal audit function, that fact andthe processes it employs for evaluating and continuallyimproving the effectiveness of its risk management andinternal 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 theprocesses we employ for evaluating and continually improving theeffectivenessof our risk management and internal control processes:☒in our Corporate Governance StatementOR☐at this location:[insert location here] | ☐an explanationwhy that is soin our Corporate GovernanceStatement |
| 7.4 | A listed entity should disclose whetherit has any materialexposureto economic, environmental and social sustainabilityrisksand, if it does, how it manages or intends to manage thoserisks. | … whether we have any material exposure to economic, environmentaland social sustainabilityrisks and, if we do, how we manage or intend tomanage those risks:☒in our Corporate Governance StatementOR☐at this location:[insert location here] | ☐an explanationwhy that is soin our Corporate GovernanceStatement |
| Corporate Governance Council recommendation | We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… | We have NOT followed the recommendationin full for thewhole of theperiod above. We have disclosed … | |||||
|---|---|---|---|---|---|---|---|
| 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 areindependent 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 oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings;or(b)if it does not have a remuneration committee, disclose thatfact and the processes it employs for setting the level andcomposition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive. | [If the entity complies with paragraph (a):]… the fact that we have a remuneration committee that complies withparagraphs (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 remuneration committee and theprocesses we employ for setting the level and composition ofremuneration for directors and senior executives and ensuring that suchremuneration is appropriate and not excessive:☐in our Corporate Governance StatementOR☒at http://www.emergegaming.com.au/ | ☐an explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendation istherefore not applicable | ||||
| 8.2 | A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives. | … separately our remuneration policies and practices regarding theremuneration of non-executive directors and the remuneration ofexecutive directors and other senior executives:☐in our Corporate Governance StatementOR☒at http://www.emergegaming.com.au/and 2020Annual Report | ☐an explanation why that is so in our Corporate GovernanceStatementOR☐we are an externallymanaged entity and thisrecommendation is therefore not applicable |
| Corporate Governance Council recommendation | We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed… | We have NOT followed the recommendationin full for thewhole of theperiod above. We have disclosed … | ||
|---|---|---|---|---|
| 8.3 | A listed entity which has an equity-based remuneration schemeshould:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it. | … our policy on thisissue or a summary of it:☒in our Corporate Governance StatementOR☐at this location:[insert location here] | ☐an explanationwhy that is so in our Corporate GovernanceStatementOR☐wedo not have an equity-based remuneration scheme andthis recommendationis therefore not applicableOR☐we are an externally managed entity and thisrecommendation is therefore not applicable | |
| - | ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIESAlternative to Recommendation1.1 for externally managed listedentities:The responsible entity of an externally managed listed entityshould disclose:(a)the arrangements between the responsible entity and thelisted entity for managing the affairs of the listed entity;(b)the role and responsibility of the board of the responsibleentity 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 soin our Corporate GovernanceStatement | |
| - | Alternative to Recommendations8.1, 8.2and8.3for externallymanaged listed entities:An externally managed listed entity should clearly disclose theterms governing the remuneration of the manager. | … the terms governingour remuneration as manager of the entity:☐in our Corporate Governance StatementOR☐at this location:[insert location here] | ☐an explanation whythat is soin our Corporate GovernanceStatement |
CORPORATE GOVERNANCE STATEMENT
Emerge Gaming Limited ('Emerge' or the 'Company') Directors and management are committed to conducting the Group's business in an ethical manner and in accordance with the highest standards of corporate governance.
The Company's corporate governance policies and charters and policies are all available on the Company's website (www.emergegaming.com.au) (the "website").
This statement is current as at 31 August 2020 and was approved by the Board on that date. The following table sets out the Company's position with regards to its compliance with ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (3rd Edition):
| PRINCIPLES AND RECOMMENDATIONS | STATUS | COMMENT | ||
|---|---|---|---|---|
| 1. | Lay solid foundations for management and oversight | |||
| 1.1 | A listed entity should disclose:a)Therespectiverolesandresponsibilitiesofitsboardandmanagement and,b) Those matters expressly reserved tothe board and those delegated tomanagement | Complying | The Board has adopted a charter which establishes the role ofthe Board and its relationship with management. The primaryrole of the Board is the protection and enhancement of longterm Shareholder value. Its responsibilities include the overallstrategic direction of the Company, establishing goals formanagement and monitoring the achievement of these goals. | |
| 1.2 | A listed entity should:a) Undertake appropriate checks beforeappointing a person, or putting forwardto security holders a candidate forelection as a director; andb) Provide security holders with allmaterial information in its possessionrelevant to a decision on whether or notto elect or re-elect a director | Complying | The Company undertakes a comprehensive screening andverification process prior to appointing a director, or puttingthat person forward as a candidate to ensure that person iscompetent, experienced, and would not be impaired in anyway from undertaking the duties of director.The Company provides relevant information to shareholdersfor their consideration about the attributes of candidatestogether with whether the Board supports the appointmentor re-election. | |
| 1.3 | A listed entity should have a writtenagreement with each director andsenior executive setting out the termsof their appointment. | Complying | Each Director is given a letter upon his or her appointmentwhichoutlinestheDirector'sduties,obligations,remuneration, expected time commitments and notificationof the Company's policies. The Company has in place systemsdesigned to fairly review and actively encourage enhancedBoard and management effectiveness.Similarly senior executives have a formal job description andservices agreement describing their term of office, duties,rights, and responsibilities and entitlements on termination.The Company will disclose the material terms of anyemployment service or consultancy agreement if enters intowith its CEO (or equivalent) | |
| 1.4 | The Company Secretary of a listed entityshould be accountable directly to theboard, through the chair, on all mattersto do with the proper functioning of theboard | Complying | The Company Secretary is responsible for co-ordination of allBoard business, including agendas, board papers, minutes,communication with regulatory bodies, ASX and all statutoryand other filings. The Company Secretary is accountable tothe Board, and all Directors have access to the CompanySecretary. The decision to appoint or remove the CompanySecretary is to be made or approved by the Board. |
| PRINCIPLES AND RECOMMENDATIONS | STATUS | COMMENT | ||||
|---|---|---|---|---|---|---|
| 1.5 | A listed entity should:a) Have a diversity policy which includesrequirements for the board or arelevant committee of the board to setmeasurable objectives for achievinggender diversity and to assess annuallyboth the objectives and the entity'sprogress in achieving them;b) Disclose that policy or a summary ofit; andc) Disclose as at the end of eachperiod the measurablereportingforachievingobjectivesgenderdiversity set by the board or a relevantcommittee of the board in accordancewith the entity's diversity policy and itsprogress towards achieving them, andeither:1) The respective proportions of menand women on the board, in seniorexecutive positions and across thewhole organisation (including how theentity has defined "senior executive"for these purposes); or2) If the entity is a "relevant employer"under the Workplace Gender EqualityAct, the entity's most recent "GenderEquality Indicators", as defined in andpublished under that Act | Part-Complying | The Company's Diversity Policy, a summary of which isavailable on the Company's website, recognises the benefitsarising from employee and Board diversity, including abroader pool of high quality employees, improving employeeretention, accessing different perspectives and ideas andbenefiting from all available talent. Diversity includes, but isnot limited to, gender, age, ethnicity and cultural background.The Board and its Nomination Committee is responsible fordeveloping measurable objectives and strategies to meet theObjectives of the Diversity Policy (Measurable Objectives) andmonitoring the progress of the Measurable Objectivesthrough monitoring, evaluation and reporting mechanismslisted below.The Board may also set Measurable Objectives for achievinggender diversity and monitoring their achievement.The Board will conduct all Board appointment processes in amanner thatestablishing a structured approach for identifying a pool ofcandidates, using external experts where necessary.Due to the scale of the Company's operations and the limitednumber of employees, the Company has not yet setMeasurable Objectives for achieving genderdiversity. The Company will consider establishing measurableobjectives as it develops.As at 30 June 2020, the gender mix of the Company was asfollows: | promotes gender diversity, | including | |
| Male | Female | |||||
| Board | 100% | 0% | ||||
| Management | 100% | 0% | ||||
| Group | 70% | 30% | ||||
| 1.6 | A listed entity should:a) Have and disclose a process forperiodically evaluating the performanceof the board, its committees andindividual directors; andb) Disclose, in relation to each reportingperiod, whether$\mathsf{a}$performanceevaluation was undertaken in thereporting period in accordance withthat process. | Part-Complying | The Company's Chair, Board and its Nomination Committeeare responsible for evaluating the performance of the Board,its committees and individual Directors on an annual basis. Itmay do so with the aid of an independent advisor.The Company's Board Performance Review does not requirethe Company to disclose whether or not performanceevaluations were conducted during the relevant reportingperiod. Whilst the Company has a written policy, the Boardrecognises that as a result of the Company's size and the stageof the entity's life, the assessment of the directors' overallperformance and its own succession plan is conducted on aninformal basis. The Directors consider that at the date of thisreport an appropriate and adequate process for theevaluation of Directors is in place. |
| PRINCIPLES AND RECOMMENDATIONS | STATUS | COMMENT | |
|---|---|---|---|
| 1.7 | A listed entity should:a) Have and disclose a process forperiodically evaluating the performanceof its senior executives; andb) Disclose, in relation to each reportingperformanceperiod, whether aevaluation was undertaken in thereporting period in accordance withthat process | Part-Complying | The Board has adopted a policy to assist in evaluating theperformance of senior executives, which is part of itsNomination Committee Charter.The Company will put a formal process in place as and whenthe Company's structure justifies it.Due to the Company's structure, it does not yet have anysenior executives apart from the Board. However, if theCompany appoints senior executives in the future, the Boardwill monitor the performance of those senior executivesincluding measuring actual performance of senior executivesagainst planned performance. |
| 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, amajority of whom are independentdirectors; and2) Is chaired by an independentdirector, and disclose:3) The charter of the committee4) The members of the committee; and5) As at the end of each reportingperiod, the number of times thecommittee met throughout the periodand the individual attendances of themembers at those meetings; orb) If it does not have a nominationcommittee, disclose that fact and theprocesses it employs to address boardsuccession issues and to ensure that theboard has the appropriate balance ofskills,knowledge,experience,independence and diversity to enable itdischargedutiestoitsandresponsibilities effectively. | Complying | A Nomination committee has been established by theCompany for the FY2020 reporting period, no meetings wereheld in the current period. The Nomination Committeecharter is available on the Company's website.The members of the Nomination Committee are UmbertoMondello (independent), Philip Re (independent) andJonathan Hart (independent) resulting in a majority ofindependent directors. The Committee is chaired by theindependent directors. |
| 2.2 | A listed entity should have and disclosea board skills matrix setting out the mixof skills and diversity that the boardcurrently has or is looking to achieve inits membership. | Part-Complying | Whilst the Company does not currently disclose a board skillsmatrix setting out the mix of skills of the Directors, thefollowing information is set out in the Company's AnnualReport:The skills, experience and expertise relevant to the positionof director held by each director in office at the date of the |
| annual report. | |||
| 2.3 | A listed entity should disclose:a) The names of the directorsconsideredby theboard to beindependent directors;b) If a director has an interest, position,association or relationship of the typedescribed in Box 2.3 but the board is ofthe opinion that it does not compromisethe independence of the interest,position, association or relationship inquestion and an explanation of why theboard is of that opinion; andc) The length of service of each director. | Complying | During the year, the Board comprised of five Directors, MrGregory Stevens (Executive Director), Mr Umberto Mondello(Non-Executive Chairman), Mr Philip Re (Non-ExecutiveDirector), Mr Jonathan Hart (Non-Executive Director) and MrFirdhose Coovadia (Non-Executive Director).The Board has considered that circumstances of each Directorand determined that Directors Mr Mondello, Mr Re, Mr Hartand Mr Coovadia were independent as described in Box 2.3of the Recommendations.Mr Re was appointed on 21 June 2017. Mr Stevens, MrMondello and Mr Hart were appointed on 16 April 2018 andMr Coovadia was appointed on 25 October 2018. |
| PRINCIPLES AND RECOMMENDATIONS | STATUS | COMMENT | |
|---|---|---|---|
| 2.4 | A majority of the board of a listed entityshould be independent directors | Complying | The current board composition includes three independentDirectors and one non-independent Director. |
| 2.5 | The chair of the board of a listed entityshould be an independent director and,in particular, should not be the sameperson as the CEO of the entity | Complying | Mr Mondello is the independent chair of the board. MrGregory Stevens is the CEO of the company. |
| 2.6 | A listed entity should have a programfor inducting new directors and provideappropriate professional developmentopportunities for directors to developand maintain the skills and knowledgeneeded to perform their role asdirectors respectively. | Complying | The Company has procedures and policies in place to assistDirectors in fulfilling their responsibilities.The Board provides an appropriate induction program fornew directors, which includes onsite visits to operations.Each director, at any time, is able to seek reasonableindependent professional advice on any business-relatedmatter at the expense of the Company. Directors also haveaccess to adequate internal resources to seek anyinformation from any officer or employee of the Group, or torequire the attendance of management at meetings to enablethem as Directors to fulfil their duties. |
| 3. | Promote ethical and responsible decision-making | ||
| 3.1 | A listed entity should:a) Have a code of conduct for itsdirectors,seniorexecutivesandemployees; andb) Discloses that code or a summary ofit. | Complying | The Company has formulated a Code of Conduct a summaryof which can be viewed on the Company's website.The Code of Conduct has the commitment of the Directorsand senior management to ensure practices are operatingthat are necessary to maintain confidence in the Company'sintegrity and responsibility and accountability of individualsfor reporting and investigating reports of unethical practices. |
| 4. | Safeguard integrity in financial reporting | ||
| 4.1 | The board of a listed entity should:a) Have an audit committee which:1. Has at least three members, all ofwhom are non-executive directors anda majority of whom are independentdirectors; and2. Is chaired by an independent director,who is not the chair of the board, anddisclose:3. The charter of the committee;4. The relevant qualifications andexperience of the members of thecommittee; and5. In relation to each reporting period,the number of times the committee metthroughout the periodandtheindividual attendances of the membersat those meetings; orb) If it does not have an auditcommittee, disclose that fact and theemploysprocessesitthatindependently verify and safeguard theintegrity of its corporate reporting,including the processes for theappointment and removal of theexternal auditor and the rotation of theaudit engagement partner. | Part-Complying | The Board has chosen not to establish an Audit Committee.The Board considers that due to the relative small size of theCompany that the interests of the Company are best servedby the full Board completing the functions normally delegatedto an audit committee.The processes that the Board employs to independentlyverify and safeguard the integrity of its corporate reportinginclude:reviewing and adopting the Company's Quarterly, HalfYear and Annual Report prior to release to shareholdersand the ASX;overseeing the Company's relationship with the$\bullet$external auditor, the external audit function generallyand ensuring the external audit engagement partnerrotation is in accordance with the Corporations Code;overseeing the adequacy of the control processes in$\bullet$place in relation to the preparation of financialstatements and reports; andoverseeing the adequacy of the Company's financial$\bullet$risk management and internal controls |
| PRINCIPLES AND RECOMMENDATIONS | STATUS | COMMENT | |
|---|---|---|---|
| 4.2 | The board of a listed entity should,before it approves the entity's financialstatements for a financial period,receive from its CEO and CFO adeclaration that, in their opinion, thefinancial records of the entity have beenproperly maintained and that thefinancial statements comply with theappropriate accounting standards andgive a true and fair view of the financialposition and performance of the entityand that the opinion has been formedon the basis of a sound system of riskmanagement and internet controlwhich is operating effectively. | Complying | The Board will seek the relevant assurance from the chiefexecutive officer and chief financial officer (or theirequivalents) at the relevant time. |
| 4.3 | A listed entity that has an AGM shouldensure that its external auditor attendsits AGM and is available to answerfrom securityquestionsholdersrelevant to the audit | Complying | Shareholders are encouraged to attend the Company'sAnnual General Meeting, at which the Company requests theattendance of its auditors.Shareholders are given an opportunity to ask questions of theCompany's auditors regarding the conduct of the audit andpreparation and content of the auditor's report. |
| 5. | Make timely and balanced disclosure | ||
| 5.1 | A listed entity should:a) Have a written policy for complyingitscontinuousdisclosurewithobligations under the Listing Rules; andb) Disclose that policy or a summary ofit | Complying | The Company's Continuous Disclosure Policy, a summary ofwhich is available on the Company's website is designed toensure the compliance with ASX Listing Rules disclosure. |
| 6. | Respect the rights of shareholders | ||
| 6.1 | listedentityshouldprovideAinformation about itself anditsgovernance to investors via its website | Complying | The Company maintains a current and informative website. |
| 6.2 | A listed entity should design andimplementaninvestorrelationsprogram to facilitate effective two-waycommunication with investors | Complying | The Company has adopted a Shareholder CommunicationStrategy which is available on its website. |
| 6.3 | A listed entity should disclose thepolicies and processes it has in place tofacilitate and encourage participation atmeetings of security holders | Complying | Shareholders are encouraged to attend the Company'sAnnual General Meeting. The AGM is an opportunity forshareholders to hear the Board provide updates on Groupperformance, ask questions of the Board and vote on thevarious resolutions affecting the business. Shareholders aregiven an opportunity to ask questions of the Company'sauditors regarding the conduct of the audit and preparationand content of the auditor's report. |
| PRINCIPLES AND RECOMMENDATIONS | STATUS | COMMENT | |
|---|---|---|---|
| 6.4 | A listed entity should give securityholderstheoptionreceivetocommunications from,andsendcommunications to, the entity and itssecurity registry electronically | Complying | Investors are able to communicate with the Companyelectronically via the Website or by emailing the CompanySecretary. Investors are also able to communicate with theCompany's registry electronically by emailing the registry orvia the registry's website. |
| 7. | Recognise and manage risk | ||
| 7.1 | The board of a listed entity should:a) Have a committee or committees tooversee risk, each of which:1) Has at least three members, amajority of whom are independentdirectors; and2) Is chaired by an independentdirector, and disclose:3) The charter of the committee4) The members of the committee; and5) As at the end of each reportingperiod, the number of times thecommittee met throughout the periodand the individual attendances of themembers at those meetings; orb) If it does not have a risk committee orcommittees that satisfy (a) above,disclose that fact and the processes itemploys for overseeing the entity's riskmanagement framework. | Complying | The Board has not established a risk committee. However, theBoard has established a Non-Executive Directors Committeethat assumes the role of the risk committee.The Company's Corporate Governance Plan includes a RiskManagement Policy.The Board has responsibility for monitoring risk oversight andensure that the Chairman reports on the status of businessrisks through risk management programs aimed at ensuringrisks are identified, assessed and appropriately managed. Inaddition, the Board is responsible for reviewing the riskmanagement framework and policies for the Company. |
| 7.2 | The board or a committee of the boardshould:a) Review the entity's risk managementframework at least annually to satisfyitself that it continues to be sound; andb) Disclose, in relation to each reportingperiod, whether such a review hastaken place | Complying | The Company's Corporate Governance Plan includes a RiskManagement Policy.The Board reviews the Company's major business units,organisational structure and accounting controls andprocesses on a continuing basis.Management and the Board's collective experience willenable accurate identification of the principal risks that mayaffect the Company's business. Key operational risks and theirmanagement are recurring items for deliberation at Boardmeetings.A copy of the Company's Risk Management Policy and adescription of the Company's internal compliance and controlsystem are available for review at the registered office of theCompany. |
| 7.3 | A listed entity should disclose:a) If it has an internal audit function,how the function is structured and whatrole It performs; orb) If it does not have an internal auditfunction, that fact and the processes itemploys for evaluating and continuallyimproving the effectiveness of its riskmanagement and internal controlprocesses | Complying | In the absence of a risk committee, the Board is responsiblefor identifying the risks facing the Company, assessing therisks and ensuring that there are controls for these risks,which are to be designed to ensure that any identified risk ismitigated to an acceptable level. The Board will review anddiscuss strategic risks and opportunities as they arise andarising from changes in the Company's business environmentregularly and on an "as need" basis. The Board may delegatesome of the abovementioned responsibility to managementand committees of the Board but maintain the overallresponsibility for the process.The full Board of the Company is also responsible forestablishing policies on risk oversight, internal control andmanagement. |
| PRINCIPLES AND RECOMMENDATIONS | STATUS | COMMENT | |
|---|---|---|---|
| 7.4 | A listed entity should disclose whetherit has any material exposure ofeconomic, environmental and socialsustainability risks and, if it does, how itmanages or intends to manage thoserisks | Complying | The Group's operations are not subject to any significantenvironmental regulations under the Commonwealth orState legislation.The Directors believe that the Group has adequate systems inplace for the management of its environment requirementsand are not aware of any breach of those environmentalrequirements as they apply to the Group. |
| 8. | Remunerate fairly and responsibly | ||
| 8.1 | The board of a listed entity should:a) Have a remuneration committeewhich:1) Has at least three members, amajority of whom are independentdirectors; and2) Is chaired by an independentdirector, and disclose:3) The charter of the committee4) The members of the committee; and5) As at the end of each reportingperiod, the number of times thecommittee met throughout the periodand the individual attendances of themembers at those meetings; orb) If it does not have a remunerationcommittee, disclose that fact and theprocesses it employs for setting thelevel and composition of remunerationfor directors and senior executives andensuring that such remuneration isappropriate and not excessive. | Part-Complying | The Board has not established a remuneration committee.Until a remuneration committee is established, the Board hasassumed the role of the remuneration committee, andaddresses the remuneration arrangements for Directors andexecutives of the Company in accordance with theCorporations Act and ASX Listing Rules requirements,especially in respect of related party transactions. NoDirectors participates in any discussions or decision regardingtheir own remuneration of related issues.The Board meets at least annually to deal with theremuneration committee responsibilities, and operatedunder a charter approved by the Board. |
| 8.2 | A listed entity should separatelydisclose its policies and practicesregarding the remuneration of non-executivedirectorsandtheremuneration of executive directorsand other senior executives | Complying | Details of the Directors and Key Senior Executivesremuneration are set out in the Remuneration Report of theAnnual Report. The structure of Non-Executive Directors'remuneration is distinct from that of executives and is furtherdetailed in the Remuneration Report of the Annual Report. |
| 8.3 | A listed entity which has an equity-based remuneration scheme should:a) Have a policy on whether participantsare permitted to enter into transactions(whether through the use of derivativesor otherwise) which limit the economicrisk of participating in the scheme; andb) Disclose that policy or a summary ofit. | Complying | Equity-based executive remuneration is made in accordancewith thresholds set in plans approved by Shareholders. In thepast, the Company has issued equity-based remuneration toboth Executive and Non-Executive Directors which has beenapproved by Shareholders at a general meeting. |