WESTAR RESOURCES LIMITED — Governance Information 2021

Sep 29, 2021

WESTAR RESOURCES LIMITED ACN 635 895 082

(Company)

CORPORATE GOVERNANCE STATEMENT FOR THE FINANCIAL YEAR ENDING 30 JUNE 2021

This Corporate Governance Statement is current as at 29 September 2021 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, during the financial year ending 30 June 2021, 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 have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period.

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

The Company’s Corporate Governance Policies are available on the Company’s website at http://www.westar.net.au

RECOMMENDATIONS (4th Edition)	COMPLY	EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1		The Company has adopted Corporate Governance Policies that set out
A listed entity should have and disclose a charter which sets		the specific roles and responsibilities of the Board, the Chair and
	YES
		management and includes a description of those matters expressly
out the respective roles and responsibilities of the Board, the
		reserved to the Board and those delegated to management.
Chair and management, and includes a description of
		The Corporate Governance Policies set out the specific responsibilities of
those matters expressly reserved to the Board and those
delegated to management.		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 Corporate Governance Policies is available
		on the Company’s website.

Recommendation 1.2		(a) The Company has guidelines for the appointment and selection of
A listed entity should:		the Board in its Corporate Governance Policies. The Company’s
	YES
		Corporate Governance Policies requires that prior to appointing a
(a) undertake appropriate checks before appointing a
		director or recommending a new candidate for election as a
person, or putting forward to security holders a		director that appropriate checks are undertaken as to the persons
candidate for election, as a Director; and		character, experience, education, criminal record and bankruptcy
(b) provide security holders with all material information		history. The Company will continue undertake these checks in the
relevant to a decision on whether or not to elect or re-		future prior to appointing a director or recommending a new
elect a Director.		candidate for election as a director.
		(b) Under the Corporate Governance Policies, 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. The
		Board will ensure this material information is included in the related
		Company Notice of Annual General Meeting for such an
		appointment.
Recommendation 1.3		The Company’s Corporate Governance Policies require the Company
A listed entity should have a written agreement with each		to ensure that each Director and senior executive is a party to a written
	YES
		agreement with the Company which sets out the terms of that Director’s
Director and senior executive setting out the terms of their
		or senior executive’s appointment.
appointment.
		The Company has had written agreements with each of its Directors and
		senior executives for the past financial year.
Recommendation 1.4		The Corporate Governance Policies outlines the roles, responsibility and
The company secretary of a listed entity should be		accountability of the Company Secretary. In accordance with this, the
	YES
		Company Secretary reports to the Board through the Chairman and is
accountable directly to the Board, through the Chair, on all
		responsible for monitoring the extent that Board policy and procedures
matters to do with the proper functioning of the Board.
		are followed, and coordinating the timely completion and dispatch of
		Board agenda and briefing material. All directors have access to the
		Company Secretary.
Recommendation 1.5		(a) The Company has adopted a Diversity Policy which provides a
A listed entity should:		framework for the Company to establish and achieve measurable
	PARTIALLY

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(a) have a diversity policy which includes requirements for		diversity objectives, including in respect of gender diversity. The
the Board or a relevant committee of the Board to set		Diversity Policy allows the Board to set measurable gender diversity
measurable objectives for achieving gender diversity		objectives, if considered appropriate, and to assess annually both
and to assess annually both the objectives and the		the objectives if any have been set and the Company’s progress in
entity’s progress in achieving them;		achieving them.
(b) disclose that policy or a summary or it; and		(b) The Diversity Policy is available, as part of the Corporate
(c) disclose as at the end of each reporting period:		Governance Policies, on the Company’s website.
		(c) The Board did not set measurable gender diversity objectives for the
(i) the measurable objectives for achieving gender
		past financial year because the Board considered the application
diversity set by the Board in accordance with the
		of a measurable gender diversity objective requiring a specified
entity’s diversity policy and its progress towards
		proportion of women on the Board and in senior executive roles
achieving them; and
		would, given the small size of the Company and the Board, unduly
(ii) either:
		limit the Company from applying the Diversity Policy as a whole and
(A) the respective proportions of men and		the Company’s policy of appointing based on skills and merit.
women on the Board, in senior executive		The respective proportions of men and women on the Board,
positions and across the whole organisation		across the whole organisation for the past financial year is disclosed
(including how the entity has defined		below –
“senior executive” for these purposes); or		Female Male
(B) if the entity is a “relevant employer” under		Board 0% 100%
the Workplace Gender Equality Act, the		Whole organization 0% 100%
entity’s most recent “Gender Equality
Indicators”, as defined in the Workplace
Gender Equality Act.
Recommendation 1.6		(a) The Company’s Remuneration and Nomination Committee (or, in its
A listed entity should:		absence, the Board) is responsible for evaluating the performance
	YES
		of the Board on an annual basis. In addition, each Board sub-
		committee, if applicable, is required to undertake an annual
		performance review of its own activities annually. The Chairman

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• (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.

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.

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YES

shall review each Director at least once every calendar year. The process for this is set out in the Company’s Corporate Governance Policies, which is available on the Company’s website.

• (b) The Company’s Corporate Governance Policies requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Board completed to it’s satisfaction a review of performance during the financial year.

• (a) The Chairman is responsible for evaluating the performance of the Company’s Managing Director on an annual basis. The Company’s Remuneration and Nomination Committee (or, in its absence, the Board) is responsible for approving changes to remuneration or contract terms of the Managing Director.

The applicable processes for these evaluations can be found in the Company’s Corporate Governance Policies, which are available on the Company’s website.

• (b) The Company has completed an informal performance evaluation in respect of the Managing Director during the year.

Principle 2: Structure the Board to add value

Recommendation 2.1

• The Board of a listed entity should: NO (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:

• (a) The Company’s Corporate Governance Policies provide 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. The Remuneration and Nomination Committee Charter is available on the Company’s website.

• (b) Given the size of the Company, the Board carries out the duties

• (iii) the charter of the committee;

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• (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.

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.

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YES

that would ordinarily be carried out by the Nomination Committee under the Nomination Committee Charter, including 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 and

• (i) devoting time at least annually to discuss Board succession issues and updating the Company’s Board skills matrix; and

• (ii) all Board members being involved in the Company’s nomination process, to the maximum extent permitted under the Corporations Act and ASX Listing Rules.

Mr Eley is deemed to be independent.

Under the Corporate Governance Policies, the Board is required to prepare a Board skills 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 to ensure the appropriate mix of skills and expertise is present to facilitate successful strategic direction.

The Corporate Governance Policies require the disclosure of each Board member’s qualifications and expertise. Full details of each Director’s and senior executive’s relevant skills and experience is available in the Company’s 30 June 2021 Annual Report.

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Recommendation 2.3

A listed entity should disclose:

• (a) the names of the Directors considered by the Board to be independent Directors;

• (b) if a Director has an interest, position, association or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendation, 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

YES

• (a) The Corporate Governance Policies require the disclosure of the names of Directors considered by the Board to be independent. Non- Executive Chairman Simon Eley is considered to be independent. Non- Executive Director Mr Nathan Cammerman and Managing Director Mr Karl Jupp are not considered independent due to being a substantial shareholder, and having management responsibility for the business respectively.

• (b) The Company’s Annual Report discloses the length of service of each Director.

• (c) the length of service of each Director

Recommendation 2.4 The Board is currently comprised of three Directors including one independent Non-Executive Chairman, Mr Simon Eley. The Board A majority of the Board of a listed entity should be NO considers that its current composition is appropriate given the current size independent Directors. and stage of development of the Company and allows for the best utilisation of the experience and expertise of its members. Directors having a conflict of interest in relation to a particular item of business must absent themselves from the Board meeting before commencement of discussion on the topic.

Recommendation 2.5 The Chairman, Mr Simon Eley is considered to be an independent Director and is not Managing Director of the Company. The Chair of the Board of a listed entity should be an Yes independent Director and, in particular, should not be the same person as the CEO of the entity.

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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 Corporate Governance Policies the Board is responsible for implementing an induction program for new Directors to ensure that they gain an understanding of the Company and that they can effectively discharge their responsibilities. The Company Secretary assists in the facilitation of inductions and professional development. The Company Secretary regularly provides information to the Directors which may assist in their ongoing professional development.

Principle 3: Act ethically and responsibly

• Recommendation 3.1 The Company’s Values are available on the Company’s website. A listed entity should articulate and disclose its values. YES

• Recommendation 3.2 a) The Company’s Corporate Code of Conduct applies to the

• A listed entity should: YES Company’s Directors, senior executives and employees.

• (a) have and disclose a code of conduct for its directors, senior executives and employees; and

• (b) ensure that the board or a committee of the board is b) The Company’s Corporate Code of Conduct (which forms part of the Company’s Corporate Governance Policies) is available on

• informed of any material breaches of that code by a the Company’s website.

• director or senior executive; and

• (2) any other material breaches of that code that Recommendation 3.3 a) The Company has adopted a whistleblower policy which is available on the Company’s website.

• A listed entity should: YES (a) have and disclose a whistleblower policy; and b) The Board are advised of all material incident (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.

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Recommendation 3.4

A listed entity should:

• (a) have and disclose an anti-bribery and corruption policy; and;

YES

• a) The Company has adopted an anti-bribery policy which is available on the Company’s website.

• b) The Board are advised of all material incident

• (b) ensure that the board or committee of the board is informed of any material breaches of that policy.

Principle 4 : Safeguard integrity in financial reporting

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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 nonexecutive 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.

PARTIALLY

• (a) 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 who is not the Chair. The Charter is available on the Company’s website.

The Company did not have an Audit and Risk Committee for the past financial year as the Board did not consider the Company would benefit from its establishment, and does not currently have one. 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 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.

Only Mr Eley is considered independent.

• (b) As noted above, the Company did not have a separate Audit and Risk Management Committee for the past financial year as the Board did not consider the Company would benefit from its establishment. The Board carries out the duties that would ordinarily be carried out by the Audit and Risk Management Committee including the following processes to oversee the entity’s risk management framework:

• 'Risk' is a standing agenda item at each Board meeting whereby any changes to the risk profile of the Company from prior period

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		are noted by the Executive Director. The Board are encouraged
		to update and challenge the matters disclosed in the area of risk
		at each Board meeting; and
		• prior to approval of the Company's statutory financial statements,
		the Board had the opportunity to meet with the Company's
		auditors as appropriate.
Recommendation 4.2		The Company’s Audit and Risk Management Committee Charter
The Board of a listed entity should, before it approves the		requires the Managing Director and CFO (or, if none, the person(s)
	YES
		fulfilling those functions) to provide a sign off on these terms.
entity’s financial statements for a financial period, receive
		The Company has obtained a sign off on these terms for each of its
from its CEO and CFO a declaration that the financial
records of the entity have been properly maintained and		financial statements during the financial year.
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.
Recommendation 4.3		The Company has a process where the reports are prepared by the
listed entity should disclose its process to verify the integrity		financial controller, reviewed by the Managing Director / Chairman
	YES
		before the Board approves the release to the ASX.
of any periodic corporate report it releases to the market
that is not audited or reviewed by an external auditor.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1		(a) The Company’s Corporate Governance Policies details the
A listed entity should:		Company’s Disclosure policy.
	YES
		(b) The Corporate Governance Policies, which incorporates the
(a) have a written policy for complying with its continuous
		Disclosure policy, is available on the Company’s website.
disclosure obligations under the Listing Rules; and
(b) disclose that policy or a summary of it.

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Recommendation 5.2		Any announcement is drafted by the appropriate department then
A listed entity should ensure that its board receives copies		reviewed by the Company Secretary and Chairman / Managing
	YES
		Director before board approval. The announcement is then
of all material market announcements promptly after they
		released to the ASX.
have been made.
Recommendation 5.3		All investor presentations are released to the ASX ahead of any
A listed entity that gives a new and substantive investor or		meeting.
	YES
analyst presentation should release a copy of the
presentation materials on the ASX Market Announcements
Platform ahead of the presentation.
Principle 6:Respect the rights of security holders
Recommendation 6.1		Information about the Company and its governance including the
A listed entity should provide information about itself and its		Corporate Governance Policies, Board Skills Matrix and the Corporate
	YES
		Governance Statement is available in the Corporate Governance
governance to investors via its website.
		page on the Company’s w e b site..
Recommendation 6.2		The Company’s Corporate Governance Policies states that the Board is
A listed entity should design and implement an investor		committed to open and accessible communication with holders of the
	YES
		Company’s securities. Disclosure of information and other
relations program to facilitate effective two-way
		communication is made as appropriate by mail or email. Security holders
communication with investors.
		are given the option to receive communication from, and send
		communications to, the Board and its security registry electronically. The
		Company’s security holder communications strategy aims to promote
		and facilitate effective two-way communication with investors. The
		Corporate Governance Policies outlines a range of ways in which
		information is communicated to shareholders and is available on the
		Company’s website.
Recommendation 6.3		Shareholders are encouraged to participate at all general meetings and
A listed entity should disclose the policies and processes it		AGMs of the Company. Upon the dispatch of any notice of meeting to
	YES
		Shareholders, the Company Secretary shall send out material stating that
has in place to facilitate and encourage participation at
meetings of security holders.		all Shareholders are encouraged to participate at the meeting.

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Recommendation 6.4		All resolutions dealing with ASX Listing Rule issues are decided based on a
A listed entity should ensure that all substantive resolutions at		poll.
	YES
a meeting of security holders are decided by a poll rather
than by a show of hands.
Recommendation 6.5		The security holder communication strategy provides security holders
A listed entity should give security holders the option to		with the option to receive communication from, and send
	YES
		communications to, the Board and its security registry electronically. All
receive communications from, and send communications
		information provided to the ASX is immediately posted to the Company’s
to, the entity and its security registry electronically.
		website.
		Shareholder queries are referred to the Company Secretary in the first
		instance.

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Principle 7: Recognise and manage risk

Recommendation 7.1

The Board of a listed entity should: PARTIALLY

• (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, 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 risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework.

Recommendation 7.2

The Board or a committee of the Board should: YES

• (a) review the entity’s risk management framework with management at least annually to satisfy itself that it continues to be sound; and

• (a) The Company’s Corporate Governance Policies provides, where practical, for the creation of an Audit and Risk Management Committee with at least three members, a majority of whom are independent Directors, and which must be chaired by an independent Director.

The Company’s Corporate Governance Policies contains an Audit and Risk Management Committee Charter which is available on the Company’s website.

The Company does not have a separate Audit and Risk Committee given the size of the Board and the fact the Board does not consider the Company would benefit from its establishment. Only Mr Eley is deemed to be independent.

• (b) As noted above, the Company does not have a separate Audit and Risk Management Committee given the size of the Board and the fact the Board does not consider the Company would benefit from its establishment. The Board carries out the duties that would ordinarily be carried out by the Audit and Risk Management Committee including the following processes to oversee the entity’s risk management framework. 'Risk' is a standing agenda item at each Board meeting whereby any changes to the risk profile of the Company from prior period is noted by the Managing Director. The Board are encouraged to update and challenge the matters disclosed with respect to the Company's risk at and between each Board meeting and raise any material risks that they believe are not adequately dealt with.

• (a) The Audit and Risk Management Committee Charter requires that the Audit and Risk Management Committee, or the Board, should, at least annually, satisfy itself that the Company’s risk management framework continues to be sound.

• (b) The Company’s Board and Audit and Risk Management Committee, if established, is focused on the management of risk.

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RECOMMENDATIONS (4th Edition)

COMPLY

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• (b) disclose in relation to each reporting period, whether such a review has taken place.

Recommendation 7.3

A listed entity should disclose: YES

• (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.

EXPLANATION

The Company’s Board reviews the Company’s risks at each Board meeting. The Executive Director is required to report on the management of risk as an agenda item at Board meetings. In addition, the Company’s Board or the Audit and Risk Management Committee also reviews the Company’s risk management framework at least annually.

• (a) The Board believes it is not of a size to justify having an internal audit function for efficiency purposes but will monitor the need for an internal audit function as the size of the Company and its operations grow having regard to the size, location and complexity of the Company’s operations.

• (b) The Company did not have an internal audit function for the past financial year. The Board as a whole is ultimately responsible for establishing and reviewing the Company’s policies on risk profile, oversight and management and satisfying itself that management has developed and implemented a sound system of risk management and internal control. In addition, the Board or the Company’s Audit and Risk Management Committee, if established, reviews the Company’s risk management framework including in relation to internal controls, economic, environmental and social sustainability risk at least annually and monitors the quality of the accounting function. This review was undertaken by the Audit and Risk Management Committee during the financial year.

					reviews the Company’s risk management framework including in relation to internal controls, economic, environmental and social sustainability risk at least annually and monitors the quality of the accounting function. This review was undertaken by the Audit and Risk Management Committee during the financial year.
Recommendation 7.4					The Company’s Corporate Governance Policies states the risk
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	management policies and procedures shall include a procedure to determine whether the Company has a material exposure to economic, environmental and social sustainability risks and if it does, a policy to manage those risks. The Audit and Risk Management Committee Charter requires the Audit and Risk Management Committee or the full Board is
					acting as the Audit and Risk Management Committee 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

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• RECOMMENDATIONS (4th Edition) COMPLY EXPLANATION discloses this information in its Annual Report and on its ASX website as part of its continuous disclosure obligations.

• Principle 8: Remunerate fairly and responsibly Recommendation 8.1 (a) The Company’s Corporate Governance Policies provides for the The Board of a listed entity should: PARTIALLY creation of a Remuneration and Nomination Committee (if it is considered it will benefit the Company and if practical), with at least

• (a) have a remuneration committee which: three members, a majority of whom are independent Directors, and (i) has at least three members, a majority of whom which must be chaired by an independent Director. are independent Directors; and The Remuneration and Nomination Committee Charter is available

• (ii) is chaired by an independent Director, in the Corporate Governance Policies on the Company’s website. and disclose: The Company does not have a separate Remuneration Committee given the size of the Board and the fact the Board does not consider

• (iii) the charter of the committee; the Company would benefit from its establishment. Mr Eley is

• (iv) the members of the committee; and deemed to be independent. (v) as at the end of each reporting period, the (b) As noted above, the Company did not have a separate number of times the committee met throughout Remuneration Committee for all of the past financial year given the the period and the individual attendances of size of the Board and as the Board did not consider the Company the members at those meetings; or would benefit from its establishment. The Board currently carries out

• (a) The Company’s Corporate Governance Policies provides for the creation of a Remuneration and Nomination Committee (if it is considered it will benefit the Company and if practical), with at least three members, a majority of whom are independent Directors, and which must be chaired by an independent Director.

The Remuneration and Nomination Committee Charter is available in the Corporate Governance Policies on the Company’s website. The Company does not have a separate Remuneration Committee given the size of the Board and the fact the Board does not consider the Company would benefit from its establishment. Mr Eley is deemed to be independent.

• (b) As noted above, the Company did not have a separate Remuneration Committee for all of the past financial year given the size of the Board and as the Board did not consider the Company would benefit from its establishment. The Board currently carries out the duties that would ordinarily be carried out by the Remuneration and Nomination Committee. The Board undertakes this role with the assistance of any external advice which may be required from time to time. Remuneration levels are competitively set to attract suitably qualified and experienced Directors and senior Executives, having regard for Company performance.

• (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.

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

The Company’s Corporate Governance Policies requires the Board to disclose its policies and practices regarding the remuneration of YES Directors and senior executives, which is disclosed in the remuneration report contained in the Company’s 30 June 2021 Annual Report as well as being disclosed on the Company’s website.

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RECOMMENDATIONS (4th Edition)	COMPLY	EXPLANATION
executive Directors and other senior executives are
reflected in the level and composition of their
remuneration.
Recommendation 8.3		(a) The Company’s Employee Incentive Plan does not allow participants
A listed entity which has an equity-based remuneration		to enter into transactions (whether through the use of derivatives or
	YES
		otherwise) which limit the economic risk of participating in the
scheme should:
		scheme.
(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.

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