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VEEM LTD — Governance Information 2019
Oct 24, 2019
65997_rns_2019-10-24_103ed9b4-758f-4117-bc8e-3dd1bf49bade.pdf
Governance Information
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VEEM LTD ACN 008 944 009 (Company)
CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement is current as at 24 October 2019 and has been approved by the Board of the Company on that date.
This Corporate Governance Statement discloses the extent to which the Company has followed 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 would gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board was of the view that at this stage the experience and skill set of the current Board was sufficient to perform those roles. The Board continued to assess its members. 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 | 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 Board and those delegated to management. |
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. The Board Charter sets out the specific responsibilities of the |
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- RECOMMENDATIONS (3[RD] EDITION) Recommendation 1.2 A listed entity should: YES (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a Director; and
COMPLY
- (b) provide security holders with all material information relevant to a decision on whether or not to elect or reelect a Director.
EXPLANATION 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.
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(a) The Company has guidelines for the appointment and selection of the Board in its Corporate Governance Plan. The Company’s Nomination Committee Charter requires the Board to ensure appropriate checks (including checks in respect of character, experience, education, criminal record and bankruptcy history (as appropriate)) are undertaken before appointing a person, or putting forward to security holders a candidate for election, as a Director.
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(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 | |
|---|---|---|---|
| A listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment. |
YES | Board to ensure that each Director and senior executive is a party to a written agreement with the Company which sets out the terms of that Director’s or senior executive’s appointment. |
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| 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 |
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| RECOMMENDATIONS (3RD EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| 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. |
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, without unduly limiting 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 (3RD EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| 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. |
Partially /YES |
(a) The Board is responsible for evaluating the performance of individual Directors on an annual basis. It may do so with the aid of an independent advisor. The process for this is set out 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 process was not undertaken during the year ended 30 June 2019 however the nature of the Board is such that continued feedback on performance is provided on an ongoing basis. |
| 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. |
Partially /YES |
(a) The Board is responsible for evaluating the performance of the Company’s senior executive on an annual basis. The Board is responsible for evaluating the remuneration of the Company’s senior executive on an annual basis. A senior executive, for these purposes, means key management personnel (as defined in the_Corporations Act 2001_(Cth)) other than a non-executive Director. 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 continue completing 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 the following Board skill matrix setting out the |
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| RECOMMENDATIONS (3RD EDITION) | COMPLY | EXPLANATION | EXPLANATION | |
|---|---|---|---|---|
| mix of skills and diversity that | ||||
| No# of Directors |
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| Expertise | ||||
| CEO/CFO/Senior Exec | 2 | |||
| Manufacturing / Engineering | 2 | |||
| Financially Knowledgeable | 4 | |||
| Industry Background | 2 | |||
| Sales and Marketing | 3 | |||
| Mergers and Acquisitions | 2 | |||
| Competencies | ||||
| Strategic Leadership | 4 | |||
| Vision and Mission | 4 | |||
| Networking | 4 | |||
| Governance | 3 | |||
| Recommendation 2.3 | (a) The Board Charter requires the disclosure of the names of | |||
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RECOMMENDATIONS (3[RD] EDITION) COMPLY EXPLANATION A listed entity should disclose: YES Directors considered by the Board to be independent. The Company will disclose those Directors it considers to be
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(a) the names of the Directors considered by the Board to independent in its Annual Report and on its ASX website. The
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be independent Directors; Board considers that currently two (2) Directors are
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(b) if a Director has an interest, position, association or independent.
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(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
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(b) There are two independent Directors who fall into this category, Mr Peter Torre and Mr Mike Bailey.
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(c) The Company’s Annual Report will disclose the length of service of each Director, as at the end of each financial year.
(c) the length of service of each Director
Recommendation 2.4
A majority of the Board of a listed entity should be NO independent Directors.
The Company’s Board Charter requires that, where practical, the majority of the Board should be independent.
The Board currently comprises a total of five (5) directors, of which 2 are 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:
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(a) the current nature of the Company’s business means the Company only needs a small Board of five(5) Directors;
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(b) the Company considers currently only one Director need to be an executive Director for the Company to be effectively managed;
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(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
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| RECOMMENDATIONS (3RD EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| (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 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. |
NO | The Board Charter provides that, where practical, the Chair of the Board should be an independent Director and should not be the CEO/Managing Director. 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 five (5) Directors. |
| Recommendation 2.6 A listed entity should have a program for inducting new Directors and providing appropriate professional development opportunities for continuing Directors to develop and maintain the skills and knowledge needed to perform their role as a Director effectively. |
YES | In accordance with the Company’s Board Charter, the Board is responsible for the approval and review of induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities. The Company Secretary is responsible for facilitating inductions and professional development. |
| Principle 3: 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. |
YES | (a) The Company’s Corporate Code of Conduct (which forms part of the Company’s Corporate Governance Plan) applies to the Company’s Directors, senior executives and employees. (b) The Company’s Corporate Code of Conduct is available on the Company’s website. |
| Principle 4: Safeguard integrity in financial reporting |
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| RECOMMENDATIONS (3RD EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| Recommendation 4.1 The Board of a listed entity should: (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 (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 (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 the audit engagement partner. |
NO | (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. (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: (i) the Board devotes time at annual Board meetings to fulfilling the roles and responsibilities associated with maintaining the Company’s internal audit function and arrangements with external auditors; and (ii) all members of the Board are involved in the Company’s audit function 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 |
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 obtains a sign off on these terms for each of its |
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| RECOMMENDATIONS (3RD EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| 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. |
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. |
| Principle 6:Respect the rights of security holders | ||
| Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website. |
YES | Information about the Company and its governance is available in the Corporate Governance Plan which can be found on the Company’s website. |
| Recommendation 6.2 A listed entity should design and implement an investor |
The Company has adopted a Shareholder Communications Strategy which aims to promote and facilitate effective two-way |
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| RECOMMENDATIONS (3RD EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| relations program to facilitate effective two-way communication with investors. |
YES | communication with investors. The Strategy outlines a range of 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 A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. |
YES | Shareholders are encouraged to participate at all general meetings and AGMs of the Company. Upon the despatch of any notice of meeting to Shareholders, the Company Secretary shall send out material stating that all Shareholders are encouraged to participate at the meeting. |
| 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. |
YES | The Shareholder Communication Strategy provides that security holders can register with the Company to receive email notifications when an announcement is made by the Company to the ASX, including the release of the Annual Report, half yearly 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 The Board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, |
Partially / YES |
(a) The Company does not have an Audit and Risk Committee. The Company’s Corporate Governance Plan contains an Audit and Risk Committee Charter that 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. A copy of the Corporate Governance Plan is available on the Company’s website. |
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RECOMMENDATIONS (3[RD] EDITION) COMPLY EXPLANATION
and disclose:
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(iii) the charter of the committee; (iv) the members of the committee; and
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(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
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(b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework.
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(b) The Company does not have an Audit and Risk Committee as the Board consider 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 oversee the entity’s risk management framework:
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(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.
| Recommendation 7.2 | (a) The Audit and Risk Committee Charter requires that the | |
|---|---|---|
| The Board or a committee of the Board should: (a) review the entity’s risk management framework with |
YES | Board should, at least annually, satisfy itself that the Company’s risk management framework continues to be sound. |
| management 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. |
(b) The Company’s Corporate Governance Plan requires the Company to disclose at least annually whether such a review of the company’s risk management framework has taken place. A review was undertaken during the year |
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| ended 30 June 2019. | ||
| Recommendation 7.3 | The Audit and Risk Committee Charter provides for the Board to | |
| A listed entity should disclose: | Partially / | monitor the need for an internal audit function. |
| (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 |
Yes | 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 |
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| RECOMMENDATIONS (3RD EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| management and internal control processes. | 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. |
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| 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 disclosed this information in its Prospectus lodged with the ASX in the first half of FY2017. It will continue to disclose this information as part of its continuous disclosure obligations if there are any material changes to the risks identifies in that Prospectus. |
| Principle 8: Remunerate fairly and responsibly | ||
| Recommendation 8.1 | Partially | (a) The Company does not have a Remuneration Committee. The Company’s Corporate Governance Plan contains a |
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| RECOMMENDATIONS (3RD EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| 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 | 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. |
| 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 remuneration. |
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 and in the Remuneration Report contained within the Director Report. |
| Recommendation 8.3 A listed entity which has an equity-based remuneration |
NO | (a) The Company does have an equity based remuneration scheme, being the Incentive Option Scheme adopted 23 |
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| RECOMMENDATIONS (3RD EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| 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. |
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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