VEEM LTD — Governance Information 2016

Oct 23, 2016

VEEM LTD ACN 008 944 009 (Company)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 23 September 2016 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company will, as at the date it is admitted to the official list of the ASX, follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that will not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.

The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate governance duties.

Due to the current size and nature of the existing Board and the magnitude of the Company’s operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company’s Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.

The Company’s Corporate Governance Plan is available on the Company’s website at www.veem.com.au .

RECOMMENDATIONS (3RD EDITION) COMPLY	RECOMMENDATIONS (3RD EDITION) COMPLY	EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 A listed entity should have and disclose a charter which sets out the respective roles and responsibilities of the Board, the Chair and management, and includes a description of those matters expressly reserved to the	YES	The Company has adopted a Board Charter that sets out the specific roles and responsibilities of the Board, the Chair and management and includes a description of those matters expressly reserved to the Board and those delegated to management.

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RECOMMENDATIONS (3 [RD] EDITION) COMPLY EXPLANATION
Board and those delegated to management. The Board Charter sets out the specific responsibilities of the
Board, requirements as to the Board’s composition, the roles and
responsibilities of the Chairman and Company Secretary,
Directors’ access to Company records and information, details of
the Board’s relationship with management, details of the Board’s
performance review and details of the Board’s disclosure policy.
A copy of the Company’s Board Charter, which is part of the
Company’s Corporate Governance Plan, is available on the
Company’s website.
Recommendation 1.2 (a) The Company has guidelines for the appointment and
A listed entity should: YES selection of the Board in its Corporate Governance Plan. The
Company’s Nomination Committee Charter requires the
(a) undertake appropriate checks before appointing a Board to ensure appropriate checks (including checks in
person, or putting forward to security holders a respect of character, experience, education, criminal
candidate for election, as a Director; and record and bankruptcy history (as appropriate)) are
(b) provide security holders with all material information undertaken before appointing a person, or putting forward
relevant to a decision on whether or not to elect or re- to security holders a candidate for election, as a Director.
elect a Director. (b) Under the Nomination Committee Charter, all material
information relevant to a decision on whether or not to elect
or re-elect a Director must be provided to security holders in
the Notice of Meeting containing the resolution to elect or
re-elect a Director.
Recommendation 1.3 The Company’s Nomination Committee Charter requires the
Board to ensure that each Director and senior executive is a
A listed entity should have a written agreement with each YES
party to a written agreement with the Company which sets out
Director and senior executive setting out the terms of their
the terms of that Director’s or senior executive’s appointment.
appointment.
The Company has written agreements with each of its Directors
and senior executives.
Recommendation 1.4 The Board Charter outlines the roles, responsibility and
accountability of the Company Secretary. In accordance with
The company secretary of a listed entity should be
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RECOMMENDATIONS (3 [RD] EDITION) COMPLY EXPLANATION
accountable directly to the Board, through the Chair, on YES this, the Company Secretary is accountable directly to the
all matters to do with the proper functioning of the Board. Board, through the Chair, on all matters to do with the proper
functioning of the Board.
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RECOMMENDATIONS (3RD EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (3RD EDITION) COMPLY EXPLANATION	RECOMMENDATIONS (3RD EDITION) COMPLY EXPLANATION
accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. YES this, the Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.
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 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 or it; and (c) disclose as at the end of each reporting period: (i) the measurable objectives for achieving gender diversity set by the Board in accordance with the entity’s diversity policy and its progress towards achieving them; and (ii) either: (A) 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 (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in the Workplace Gender Equality Act.	PARTIALLY/ YES	(a) The Company has adopted a Diversity Policy which provides a framework for the Company to establish and achieve measurable diversity objectives, including in respect of gender diversity. The Diversity Policy allows the Board to set measurable gender diversity objectives, if considered appropriate, and to assess annually both the objectives if any have been set and the Company’s progress in achieving them. (b) The Diversity Policy is available, as part of the Corporate Governance Plan, on the Company’s website. (c) (i) The Board does not presently intend to set measurable gender diversity objectives because: - due to current nature of the Company’s existing and proposed activities and the Board’s view that the existing Directors and senior executives have sufficient skill and experience to carry out the Company’s plans; and - if it becomes necessary to appoint any new Directors or senior executives, the Board will consider the application of a measurable gender diversity objective requiring a specified proportion of women on the Board and in senior executive roles existing nature of the Board and Company, unduly limit the Company from applying the Diversity Policy as a whole and the Company’s policy of appointing based on skills and merit.

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RECOMMENDATIONS (3 [RD] EDITION) COMPLY EXPLANATION
Recommendation 1.6 (a) The Board is responsible for evaluating the performance of
A listed entity should: YES individual Directors on an annual basis. It may do so with the
aid of an independent advisor. The process for this is set out
(a) have and disclose a process for periodically evaluating in the Company’s Corporate Governance Plan, which is
the performance of the Board, its committees and available on the Company’s website.
individual Directors; and
(b) The Company’s Corporate Governance Plan requires the
(b) disclose, in relation to each reporting period, whether Company to disclose whether or not performance
a performance evaluation was undertaken in the evaluations were conducted during the relevant reporting
reporting period in accordance with that process. period. The Company intends to complete performance
evaluations in respect of individual Directors for each
financial year in accordance with the above process.
Recommendation 1.7 (a) The Board is responsible for evaluating the performance of
A listed entity should: YES the Company’s senior executives on an annual basis. The
Board is responsible for evaluating the remuneration of the
(a) have and disclose a process for periodically evaluating Company’s senior executives on an annual basis. A senior
the performance of its senior executives; and executive, for these purposes, means key management
(b) disclose, in relation to each reporting period, whether personnel (as defined in the Corporations Act 2001 (Cth))
a performance evaluation was undertaken in the other than a non executive Director.
reporting period in accordance with that process. The applicable processes for these evaluations can be
found in the Company’s Corporate Governance Plan, which
is available on the Company’s website.
(b) The Company’s Corporate Governance Plan requires the
Company to disclose whether or not performance
evaluations were conducted during the relevant reporting
period. The Company intends to complete performance
evaluations in respect of the senior executives (if any) for
each financial year in accordance with the applicable
processes.
Principle 2: Structure the Board to add value
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RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
Recommendation 2.1 The Board of a listed entity should: (a) have a nomination committee which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee 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, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively.	NO	(a) The Company does not currently have a Nomination Committee. The Company’s Nomination Committee Charter provides for the creation of a Nomination Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom are independent Directors, and which must be chaired by an independent Director. (b) The Company does not have a Nomination Committee as the Board considers the Company will not currently benefit from its establishment. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Nomination Committee under the Nomination Committee Charter, including the following processes to address succession issues and to ensure the Board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively: (ii) devoting time at least annually to discuss Board succession issues and updating the Company’s Board skills matrix; and (iii) all Board members being involved in the Company’s nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules.
Recommendation 2.2 A listed entity should have and disclose a Board skill matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership.	YES	Under the Nomination Committee Charter, the Board is required to prepare a Board skill matrix setting out the mix of skills and diversity that the Board currently has (or is looking to achieve) and to review this at least annually against the Company’s Board skills matrix to ensure the appropriate mix of skills and expertise is present to facilitate successful strategic direction. The Company has a Board skill matrix setting out the mix of skills

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RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
		and diversity that the Board currently has or is looking to achieve in its membership. The Board Charter requires the disclosure of each Board member’s qualifications and expertise. Full details as to each Director and senior executive’s relevant skills and experience are available in the Company’s Annual Report.
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 of the ASX Corporate Governance Principles and Recommendation (3rd Edition), 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	YES	(a) The Board Charter requires the disclosure of the names of Directors considered by the Board to be independent. The Company will disclose those Directors it considers to be independent in its Annual Report and on its ASX website. The Board considers that currently no directors are independent. the following Directors are independent: (b) There are no independent Directors who fall into this category. (c) The Company’s Annual Report will disclose the length of service of each Director, as at the end of each financial year.
Recommendation 2.4 A majority of the Board of a listed entity should be independent Directors.	NO	The Company’s Board Charter requires that, where practical, the majority of the Board should be independent. The Board currently comprises a total of three (3) directors, of which none considered to be independent. As such, independent directors are not currently an independent majority of the Board. The Board does not currently consider an independent majority of the Board to be appropriate given: (a) the current nature of the Company’s business means the

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RECOMMENDATIONS (3 [RD] EDITION) COMPLY EXPLANATION
Company only needs a small Board of three (3) Directors;
(b) the Company considers currently only one Director need to
be an executive Directors for the Company to be effectively
managed;
(c) based on the Company’s size and business operation on
listing, the Directors believe that they are able to objectively
analyse and deal with issues that may present in the best
interests of all stakeholders; and
(d) the Directors consider that the Board collectively possess the
skill and commitment necessary to enable the proper and
effective discharge of its fiduciary duties.
Recommendation 2.5 The Board Charter provides that, where practical, the Chair of
The Chair of the Board of a listed entity should be an NO the Board should be an independent Director and should not be
the CEO/Managing Director.
independent Director and, in particular, should not be the
same person as the CEO of the entity. The Chair of the Company is not an independent Director and is
not the CEO/Managing Director.
The Chair of the Company, is not considered independent due
to his shareholding in the Company. The Board believes that this
is acceptable based on the current nature of the Company’s
business and the Board’s ability to effectively manage the
Company with a small board of three (3) Directors.
Recommendation 2.6 In accordance with the Company’s Board Charter, the Board is
A listed entity should have a program for inducting new YES responsible for the approval and review of induction and
Directors and providing appropriate professional continuing professional development programs and procedures
for Directors to ensure that they can effectively discharge their
development opportunities for continuing Directors to
responsibilities. The Company Secretary is responsible for
develop and maintain the skills and knowledge needed to
facilitating inductions and professional development.
perform their role as a Director effectively.
Principle 3: Act ethically and responsibly
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• RECOMMENDATIONS (3[RD] EDITION) COMPLY EXPLANATION Recommendation 3.1 (a) The Company’s Corporate Code of Conduct (which forms A listed entity should: YES part of the Company’s Corporate Governance Plan) applies to the Company’s Directors, senior executives and

• (a) have a code of conduct for its Directors, senior employees. executives and employees; and (b) The Company’s Corporate Code of Conduct is available on

• (b) disclose that code or a summary of it. the Company’s website. Principle 4 : Safeguard integrity in financial reporting Recommendation 4.1 (a) The Company does not currently have an Audit and Risk The Board of a listed entity should: NO Committee. The Audit and Risk Committee Charter provides

  • (a) The Company does not currently have an Audit and Risk Committee. The Audit and Risk Committee Charter provides for the creation of an Audit and Risk Committee (if it is considered it will benefit the Company), with at least three members, all of whom must be independent Directors, and which must be chaired by an independent Director who is not the Chair.

• (a) have an audit committee which:

• (i) has at least three members, all of whom are non-executive Directors and a majority of whom are independent Directors; and

  • (b) The Company does not currently have an Audit and Risk Committee as the Board considers the Company will not currently benefit from its establishment. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Audit and Risk Committee under the Audit and Risk Committee Charter including the following processes to independently verify and safeguard the integrity of its financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner:

• (ii) is chaired by an independent Director, who is not the Chair of the Board,

• and disclose: (iii) the charter of the committee;

• (iv) the relevant qualifications and experience of the members of the committee; and

• (v) 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

• (i) the Board devotes time at monthly Board meetings to fulfilling the roles and responsibilities associated with overseeing risk and maintaining the entity’s risk management framework and associated internal compliance and control procedures:

• (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 financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of

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RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
the audit engagement partner.		(ii) all members of the Board are involved to ensure the proper maintenance of the entity and the integrity of all financial reporting.
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 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.	YES	The Company’s Audit and Risk Committee Charter requires the CEO and CFO (or, if none, the person(s) fulfilling those functions) to provide a sign off on these terms. The Company intends to obtain a sign off on these terms for each of its financial statements in each financial year.
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.	YES	The Company’s Corporate Governance Plan provides that the Board must ensure the Company’s external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.
Principle 5: Make timely and balanced disclosure
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.	YES	(a) The Board Charter provides details of the Company’s disclosure policy. In addition, the Corporate Governance Plan details the Company’s disclosure requirements as required by the ASX Listing Rules and other relevant legislation. (b) The Corporate Governance Plan, which incorporates the Board Charter, is available on the Company website.

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RECOMMENDATIONS (3 [RD] EDITION) COMPLY EXPLANATION
Principle 6: Respect the rights of security holders
Recommendation 6.1 Information about the Company and its governance is available
A listed entity should provide information about itself and YES in the Corporate Governance Plan which can be found on the
Company’s website.
its governance to investors via its website.
Recommendation 6.2 The Company has adopted a Shareholder Communications
A listed entity should design and implement an investor YES Strategy which aims to promote and facilitate effective two-way
relations program to facilitate effective two-way communication with investors. The Strategy outlines a range of
communication with investors. ways in which information is communicated to shareholders and
is available on the Company’s website as part of the Company’s
Corporate Governance Plan.
Recommendation 6.3 Shareholders are encouraged to participate at all general
A listed entity should disclose the policies and processes it YES meetings and AGMs of the Company. Upon the despatch of any
notice of meeting to Shareholders, the Company Secretary shall
has in place to facilitate and encourage participation at
send out material stating that all Shareholders are encouraged
meetings of security holders.
to participate at the meeting.
Recommendation 6.4 The Shareholder Communication Strategy provides that security
A listed entity should give security holders the option to YES holders can register with the Company to receive email
notifications when an announcement is made by the Company
receive communications from, and send communications
to the ASX, including the release of the Annual Report, half yearly
to, the entity and its security registry electronically.
reports and quarterly reports. Links are made available to the
Company’s website on which all information provided to the ASX
is immediately posted.
Shareholders queries should be referred to the Company
Secretary at first instance.
Principle 7: Recognise and manage risk
Recommendation 7.1 (a) The Company does not have an Audit and Risk Committee.
The Board of a listed entity should: YES The Company’s Corporate Governance Plan contains an
Audit and Risk Committee Charter that provides for the
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RECOMMENDATIONS (3 [RD] EDITION) COMPLY EXPLANATION
(a) have a committee or committees to oversee risk, each creation of an Audit and Risk Committee (if it is considered it
of which: will benefit the Company), with at least three members, all of
whom must be independent Directors, and which must be
(i) has at least three members, a majority of whom
chaired by an independent Director.
are independent Directors; and
A copy of the Corporate Governance Plan is available on
(ii) is chaired by an independent Director,
the Company’s website.
and disclose:
(b) The Company does not have an Audit and Risk Committee
(iii) the charter of the committee; as the Board consider the Company will not currently benefit
(iv) the members of the committee; and from its establishment. In accordance with the Company’s
Board Charter, the Board carries out the duties that would
(v) as at the end of each reporting period, the
ordinarily be carried out by the Audit and Risk Committee
number of times the committee met
under the Audit and Risk Committee Charter including the
throughout the period and the individual
following processes to oversee the entity’s risk management
attendances of the members at those
framework:
meetings; or
(i) the Board devotes time at monthly Board meetings to
(b) if it does not have a risk committee or committees that
fulfilling the roles and responsibilities associated with
satisfy (a) above, disclose that fact and the process it
overseeing risk and maintaining the entity’s risk
employs for overseeing the entity’s risk management
management framework and associated internal
framework.
compliance and control procedures.
Recommendation 7.2 (a) The Audit and Risk Committee Charter requires that the
The Board or a committee of the Board should: YES Board should, at least annually, satisfy itself that the
Company’s risk management framework continues to be
(a) review the entity’s risk management framework with sound.
management at least annually to satisfy itself that it
(b) The Company’s Corporate Governance Plan requires the
continues to be sound; and
Company to disclose at least annually whether such a
(b) disclose in relation to each reporting period, whether review of the company’s risk management framework has
such a review has taken place. taken place.
Recommendation 7.3 (a) The Audit and Risk Committee Charter provides for the
Board to monitor the need for an internal audit function.
A listed entity should disclose: YES
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RECOMMENDATIONS (3[RD] EDITION)

• (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.

COMPLY

EXPLANATION

The Company does not presently have an internal audit function. This is mitigated by the Board, implementing the matters set out above in respect to risk and management, and having a primary responsibility to ensure that:

• The Company presents and publishes accounts, which present a true and fair view of its results and financial position;

• The accounting methods adopted are appropriate to the Company and consistently applied in accordance with relevant accounting standards and the applicable laws; and

• The appointment and performance of the external auditor is appropriately monitored to ensure independence and the serving of the interests of shareholders.

This requirement is assisted by the formal sign off from the CEO and CFO as noted above .

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.

YES

The Audit and Risk Committee Charter requires the Board to assist management determine whether the Company 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’s Corporate Governance Plan requires the Company to 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 will disclose this information in its Annual Report and on its ASX website as part of its continuous disclosure obligations.

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RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1 The Board of a listed entity should: (a) have a remuneration committee which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee 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.	YES	(a) The Company does not have a Remuneration Committee. The Company’s Corporate Governance Plan contains a Remuneration Committee Charter that provides for the creation of a Remuneration Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom must be independent Directors, and which must be chaired by an independent Director. (b) The Company does not have a Remuneration Committee as the Board considers the Company will not currently benefit from its establishment. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Remuneration Committee under the Remuneration Committee Charter including the following processes to set the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive: (i) the Board devotes time at the annual Board meeting to assess the level and composition of remuneration for Directors and senior executives; and
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 and ensure that the different roles and responsibilities of non-executive Directors compared to executive Directors and other senior executives are reflected in the level and composition of their	YES	The Company’s Corporate Governance Plan requires the Board to disclose its policies and practices regarding the remuneration of Directors and senior executives, which is disclosed on the Company’s website.

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RECOMMENDATIONS (3 [RD] EDITION) COMPLY EXPLANATION
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RECOMMENDATIONS (3RD EDITION) remuneration.	COMPLY	EXPLANATION
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.	NO	(a) The Company does have an equity based remuneration scheme, being the Incentive Option Scheme adopted 23 September 2016. The Company does not 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.

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