1.0
1.1 |
Lay Solid Foundation for Management and Oversight
Formalise and disclose the functions reserved to the board and those delegated to management. |
comply
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2.0
2.1
2.2
2.3
2.4
2.5 |
Structure the Board to Add Value
A majority of the board should be independent directors.
The chairperson should be an independent director.
The roles of chairperson and chief executive officer should not be exercised by the same individual.
The board should establish a nomination committee.
Provide the information indicated in Guide to reporting on Principle 2.
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breach
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3.0
3.1
3.4
3.5 |
Promote Ethical and Responsible Decision Making
Establish a code of conduct to guide the directors, the chief executive officer (or equivalent),
the chief financial officer (or equivalent) and any other key executives as to:
The practices necessary to maintain confidence in the company’s integrity
The responsibility and accountability of individuals for reporting and investigating reports
of unethical practices.
Disclose the policy concerning trading in company securities by directors, officers and employees.
Provide the information indicated in Guide to reporting on Principle 3.
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comply
comply
comply
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4.0
4.1
4.2
4.3
4.4
4.5 |
Promote Ethical and Responsible Decision Making
Require the chief executive officer (or equivalent) and the chief financial officer (or equivalent)
to state in writing to the board that the company’s financial reports present a true and fair view,
in all material respects, of the company’s financial condition and operational results and are
in accordance with relevant accounting standards.
The board should establish an audit committee.
Structure the audit committee so that it consists of:
only non-executive directors
a majority of independent directors
an independent chairperson, who is not chairperson of the board at least three members
The audit committee should have a formal charter.
Provide the information indicated in Guide to reporting on Principle 4. |
comply
comply
comply
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breach
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5.0
5.1
5.2 |
Make Timely and balanced Disclosure
Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior management level for that compliance.
Provide the information indicated in Guide to reporting on Principle 5.
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comply
comply
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6.0
6.1
6.2 |
Respect the Rights of Shareholders
Design and disclose a communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings.
Request the external auditor to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and content of the Auditor’s report. |
comply
comply
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7.0
7.1
7.2
7.3 |
Recognise and Manage Risk
The board or appropriate board committee should establish policies on risk oversight and management.
The chief executive officer (or equivalent) and the chief financial officer (or equivalent) should state to the board in writing that:
The statement given in accordance with best practice recommendation 4.1 (the integrity of financial statements) is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the board
The company’s risk management and internal compliance and control system is operating efficiently and effectively in all material respects.
Provide the information indicated in Guide to reporting on Principle 7. |
comply
comply
comply
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8.0
8.1 |
Encourage Enhanced Performance
Disclose the process for performance evaluation of the board, its committees and individual directors, and key executives . |
comply
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9.0
9.1
9.2
9.3
9.4
9.5 |
Remunerate Fairly and Responsibly
Provide disclosure in relation to the company’s remuneration policies to enable investors to understand (i) the costs and benefits of those policies and (ii) the link between remuneration paid to directors and key executives and corporate performance.
The board should establish a remuneration committee.
Clearly distinguish the structure of non-executive directors. remuneration from that of executives.
Ensure that payment of equity-based executive remuneration is made in accordance with thresholds set in plans approved by shareholders.
Provide the information indicated in Guide to reporting on Principle 9. |
comply
comply
comply
comply
comply
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10.0
10.1 |
Code of Conduct
Establish and disclose a code of conduct to guide compliance with legal and other obligations to legitimate stakeholders. |
comply
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