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WORLEY LIMITED Governance Information 2021

Aug 24, 2021

66073_rns_2021-08-24_f75ffdfe-53e9-4b25-9777-36c09d466ce6.pdf

Governance Information

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Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Worley Limited

ABN/ARBN
17 096 090 158		 Financial year ended:
17 096 090 158 30 June 2021

Our corporate governance statement[1] for the period above can be found at:[2]

These pages of our ☐ annual report: This URL on our ☒ www.worley.com/investors/corporate-governance website:

The Corporate Governance Statement is accurate and up to date as at 25 August 2021 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date: 25 August 2021 Name of authorised officer Nuala O’Leary, Group Company Secretary authorising lodgement:

1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately. 2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable. 3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting ☒
out:
and we have disclosed a copy of our Board Charter at:
(a) the respective roles and responsibilities of its board and our website: www.worley.com/investors/corporate-governance
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
1.2 A listed entity should: ☒
(a) undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as
a director; and
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.
1.3 A listed entity should have a written agreement with each director ☒
and senior executive setting out the terms of their appointment.
1.4 The company secretary of a listed entity should be accountable ☒
directly to the board, through the chair, on all matters to do with
the proper functioning of the board.
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4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Page 2

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5		 Where a box below is ticked,4we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
1.5
A listed entity should:
(a)
have and disclose a diversity policy;
(b)
through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
(c)
disclose in relation to each reporting period:
(1)
the measurable objectives set for that period to
achieve gender diversity;
(2)
the entity’s progress towards achieving those
objectives; and
(3)
either:
(A)
the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (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 and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.		 ☒
and we have disclosed a copy of our diversity policy at:
our website:www.worley.com/investors/corporate-governance
and we have disclosed the information referred to in paragraph (c)
at:
section 3.9 in our Corporate Governance Statement and also in the
Annual Report on page 36 which is available from:
www.worley.com/investors/reports-and-presentations#2021
and if we were included in the S&P / ASX 300 Index at the
commencement of the reporting period our measurable objective for
achieving gender diversity in the composition of its board of not less
than 30% of its directors of each gender within a specified period.
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 for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.		 ☒
and we have disclosed the evaluation process referred to in
paragraph (a) at:
section 1.8 in our Corporate Governance Statement.
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
section 1.8 in our Corporate Governance Statement.

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
1.7 A listed entity should: ☒
(a) have and disclose a process for evaluating the performance
and we have disclosed the evaluation process referred to in
of its senior executives at least once every reporting period;
paragraph (a) at:
and
section 1.8 in our Corporate Governance Statement,
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
process during or in respect of that period.
section 1.8 in our Corporate Governance Statement.
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Page 4

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation
Where a box below is ticked,4we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5		 Corporate Governance Council recommendation
Where a box below is ticked,4we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5		 Corporate Governance Council recommendation
Where a box below is ticked,4we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5		 Corporate Governance Council recommendation
Where a box below is ticked,4we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5		 Corporate Governance Council recommendation
Where a box below is ticked,4we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1
The board of a listed entity should:
(a)
have a nomination committee which:
(1)
has at least three members, a majority of whom are
independent directors; and
(2)
is chaired by an independent director,
and disclose:
(3)
the charter of the committee;
(4)
the members of the committee; and
(5)
as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b)
if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.		 ☒
We comply with paragraph (a) and we have disclosed a copy of the
charter of the committee at:
our website:www.worley.com/investors/corporate-governance
and the information referred to in paragraphs (4) and (5) at:
page 57 of our 2021 Annual Report, which is available from:
www.worley.com/investors/reports-and-presentations#2021
☒ set out in our Corporate Governance Statement
Note: The Chair of our Nominations Committee is not an
independent director. In all other respects the Company has
complied with the recommendation in full for the whole of the
period above.
2.2
A listed entity should have and disclose a board skills matrix
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.		 ☒
and we have disclosed our board skills matrix at:
section 1.3 in our Corporate Governance Statement.
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, affiliation or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position or relationship in question and an explanation of
why the board is of that opinion; and
(c)
the length of service of each director.		 ☒
and we have disclosed the names of the directors considered by the
board to be independent directors at:
sections 1.2 and 1.4 in our Corporate Governance Statement.
and, where applicable, the information referred to in paragraph (b)
at:
section 1.4 in our Corporate Governance Statement.
and the length of service of each director at:
pages 58 to 61 of our 2021 Annual Report, which is available from:
www.worley.com/investors/reports-and-presentations#2021

Page 5

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
2.4 A majority of the board of a listed entity should be independent ☒
directors.
2.5 The chair of the board of a listed entity should be an ☒ ☒ set out in our Corporate Governance Statement
independent director and, in particular, should not be the same
Note: The Chair of our Board is not the CEO. Refer to sections 1.2 in Note: The Chair of our Board is not an independent director. In all
person as the CEO of the entity.
our Corporate Governance Statement. other respects the Company has complied with the
recommendation in full for the whole of the period above.
2.6 A listed entity should have a program for inducting new ☒
directors and for periodically reviewing whether there is a need
for existing directors to undertake professional development to
maintain the skills and knowledge needed to perform their role
as directors effectively.
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values. ☒
and we have disclosed our values at:
www.worley.com/who-we-are/our-values
3.2 A listed entity should: ☒
(a) have and disclose a code of conduct for its directors, and we have disclosed our code of conduct at:
senior executives and employees; and our website: www.worley.com/investors/corporate-governance
(b) ensure that the board or a committee of the board is
informed of any material breaches of that code.
3.3 A listed entity should: ☒
(a) have and disclose a whistleblower policy; and
and we have disclosed our whistleblower policy at:
(b) ensure that the board or a committee of the board is our website: www.worley.com/investors/corporate-governance
informed of any material incidents reported under that
policy.
3.4 A listed entity should: ☒
(a) have and disclose an anti-bribery and corruption policy;
and we have disclosed our anti-bribery and corruption policy at:
and
within our Code of Conduct, which is available from our website:
(b) ensure that the board or committee of the board is -
www.worley.com/investors/corporate governance
informed of any material breaches of that policy.
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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should: ☒
(a) have an audit committee which:
We comply with paragraph (a) and we have disclosed a copy of the
(1) has at least three members, all of whom are non- charter of the committee at:
executive directors and a majority of whom are our website: www.worley.com/investors/corporate-governance
independent directors; and
and the information referred to in paragraphs (4) and (5) at:
(2) is chaired by an independent director, who is not
the chair of the board, at pages 58 to 61 of our 2021 Annual Report.
and disclose:
(3) the charter of the committee; Note: Relevant qualifications and experience of committee members
may be found on pages 58 to 61 of our 2021 Annual Report. The
(4) the relevant qualifications and experience of the
number of times the committee met throughout the period and the
members of the committee; and
individual attendances of members is listed on page 57 of our 2021
(5) in relation to each reporting period, the number of Annual Report.
times the committee met throughout the period and
Our 2021 Annual Report is available from:
the individual attendances of the members at those www.worley.com/investors/reports-and-presentations#2021
meetings; or
(b) if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.
4.2 The board of a listed entity should, before it approves the ☒
entity’s financial statements for a financial period, receive from
Refer section 3.4 in our Corporate Governance Statement.
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.
4.3 A listed entity should disclose its process to verify the integrity ☒
of any periodic corporate report it releases to the market that is
Refer section 3.7 in our Corporate Governance Statement.
not audited or reviewed by an external auditor.
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Page 7

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for ☒
complying with its continuous disclosure obligations under
and we have disclosed our continuous disclosure compliance policy
listing rule 3.1.
at:
our website: www.worley.com/investors/corporate-governance
5.2 A listed entity should ensure that its board receives copies of all ☒
material market announcements promptly after they have been
made. Refer section 3.6 in our Corporate Governance Statement.
5.3 A listed entity that gives a new and substantive investor or ☒
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead Refer section 3.7 in our Corporate Governance Statement.
of the presentation.
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its ☒
governance to investors via its website.
and we have disclosed information about us and our governance on
our website at:
our website: www.worley.com/investors/corporate-governance
6.2 A listed entity should have an investor relations program that ☒
facilitates effective two-way communication with investors.
Refer section 3.7 in our Corporate Governance Statement.
6.3 A listed entity should disclose how it facilitates and encourages ☒
participation at meetings of security holders.
and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
section 3.7 in our Corporate Governance Statement.
6.4 A listed entity should ensure that all substantive resolutions at a ☒
meeting of security holders are decided by a poll rather than by
a show of hands. Refer section 3.7 in our Corporate Governance Statement.
6.5 A listed entity should give security holders the option to receive ☒
communications from, and send communications to, the entity
Refer section 3.7 in our Corporate Governance Statement.
and its security registry electronically.
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Page 8

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should: ☒
(a) have a committee or committees to oversee risk, each of
We comply with paragraph (a) and we have disclosed a copy of the
which:
charter of the committee at:
(1) has at least three members, a majority of whom are our website: www.worley.com/investors/corporate-governance
independent directors; and
and the information referred to in paragraphs (4) and (5) at:
(2) is chaired by an independent director,
at pages 58 to 61 of our 2021 Annual Report, which is available
and disclose: from: www.worley.com/investors/reports-and-presentations#2021
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
7.2 The board or a committee of the board should: ☒
(a) review the entity’s risk management framework at least
and we have disclosed whether a review of the entity’s risk
annually to satisfy itself that it continues to be sound and
management framework was undertaken during the reporting period
that the entity is operating with due regard to the risk at:
appetite set by the board; and
section 3.4 in our Corporate Governance Statement.
(b) disclose, in relation to each reporting period, whether
such a review has taken place.
7.3 A listed entity should disclose: ☒
(a) if it has an internal audit function, how the function is
We comply with paragraph (a) and we have disclosed how our
structured and what role it performs; or
internal audit function is structured and what role it performs at:
(b) if it does not have an internal audit function, that fact and
section 3.5 in our Corporate Governance Statement.
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes.
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ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
7.4 A listed entity should disclose whether it has any material ☒
exposure to environmental or social risks and, if it does, how it
and we have disclosed whether we have any material exposure to
manages or intends to manage those risks.
environmental and social risks at:
pages 48 to 51 of our 2021 Annual Report, which is available from:
www.worley.com/investors/reports-and-presentations#2021
and, if we do, how we manage or intend to manage those risks at:
pages 48 to 51 of our 2021 Annual Report, which is available from:
www.worley.com/investors/reports-and-presentations#2021
Refer also section 3.4 in our Corporate Governance Statement.
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Page 10

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should: ☒
(a) have a remuneration committee which:
We comply with paragraph (a) and we have disclosed a copy of the
(1) has at least three members, a majority of whom are charter of the committee at:
independent directors; and our website: www.worley.com/investors/corporate-governance
(2) is chaired by an independent director,
and disclose:
and the information referred to in paragraphs (4) and (5) at:
(3) the charter of the committee;
at pages 58 to 61 of our 2021 Annual Report, which is available
(4) the members of the committee; and from: www.worley.com/investors/reports-and-presentations#2021
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a remuneration committee, disclose
that fact and the processes it employs for setting the level
and composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
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 and we have disclosed separately our remuneration policies and
executives. practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives
at:
at pages 62 to 88 of our 2021 Annual Report, which is available
from: www.worley.com/investors/reports-and-presentations#2021
8.3 A listed entity which has an equity-based remuneration scheme ☒
should:
and we have disclosed our policy on this issue or a summary of it at:
(a) have a policy on whether participants are permitted to
our website - our Securities Dealings Policy is available from
enter into transactions (whether through the use of -
derivatives or otherwise) which limit the economic risk of www.worley.com/investors/corporate governance
participating in the scheme; and
(b) disclose that policy or a summary of it.
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Page 11

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

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Corporate Governance Council recommendation Where a box below is ticked, [4] we have followed the Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. We recommendation in full for the whole of the period above. Our
have disclosed this in our Corporate Governance Statement: reasons for not doing so are: [5]
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language n/a
in which board or security holder meetings are held or key
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to
those documents.
9.2 A listed entity established outside Australia should ensure that n/a
meetings of security holders are held at a reasonable place and
time.
9.3 A listed entity established outside Australia, and an externally n/a
managed 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.
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative to Recommendation 1.1 for externally managed n/a
listed entities:
The responsible entity of an externally managed listed entity
should disclose:
(a) the arrangements between the responsible entity and the
listed entity for managing the affairs of the listed entity;
and
(b) the role and responsibility of the board of the responsible
entity for overseeing those arrangements.
- Alternative to Recommendations 8.1, 8.2 and 8.3 for externally n/a
managed listed entities:
An externally managed listed entity should clearly disclose the
terms governing the remuneration of the manager.
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Page 12

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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