Appendix 4G
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Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
1
Rules 4.7.3 and 4.10.3
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Introduced 01/07/14 Amended 02/11/15
Name of entity
Ausnet Financial Services Limited
ABN / ARBN Financial year ended:
52 118 913 232 30 June 2017
2 3
Our corporate governance statement for the above period above can be found at:
☐ These pages of our annual report:
This URL on our website: www.ausnetrealestate.com.au
The Corporate Governance Statement is accurate and up to date as at 30 September 2017 and has
been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
Date: 29 September 2017
Stuart Usher
Company Secretary
1
Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual
report with ASX.
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 rule 4.10.3.
2
“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.
3
Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page,
where the entity’s corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
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 chapter 19 for defined terms
2 November 2015 Page 1
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed …4
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should disclose:
(a) the respective roles and responsibilities of its board and
… the fact that we follow this recommendation:
in our Corporate Governance Statement OR
☐ an explanation why that is so in our Corporate Governance
Statement OR
(b)
management; and
those matters expressly reserved to the board and those
☐ at [insert location] ☐ we are an externally managed entity and this
… and information about the respective roles and recommendation is therefore not applicable
delegated to management.
responsibilities of our board and management (including those
matters expressly reserved to the board and those delegated to
management):
☐ at [insert location]
1.2 A listed entity should:
(a) undertake appropriate checks before appointing a
… the fact that we follow this recommendation:
in our Corporate Governance Statement OR
☐ an explanation why that is so in our Corporate Governance
Statement OR
person, or putting forward to security holders a
candidate for election, as a director; and
☐ at [insert location] ☐ we are an externally managed entity and this
recommendation is therefore not applicable
(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
… the fact that we follow this recommendation:
in our Corporate Governance Statement OR
☐ an explanation why that is so in our Corporate Governance
Statement OR
appointment.
☐ at [insert location] ☐ we are an externally managed entity and this
recommendation is therefore not applicable
1.4 The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do
… the fact that we follow this recommendation:
in our Corporate Governance Statement OR
☐ an explanation why that is so in our Corporate Governance
Statement OR
with the proper functioning of the board.
☐ at [insert location] ☐ we are an externally managed entity and this
recommendation is therefore not applicable
4 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.
+ See chapter 19 for defined terms
2 November 2015 Page 2
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed …4
1.5 A listed entity should: … the fact that we have a diversity policy that complies with an explanation why that is so in our Corporate
paragraph (a): Governance Statement OR
☐ in our Corporate Governance Statement OR ☐ we are an externally managed entity and this
(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 ☐ at [insert location] recommendation is therefore not applicable
entity’s progress in achieving them; … and a copy of our diversity policy or a summary of it:
(b) disclose that policy or a summary of it; and at [www.ausnetrealestate.com.au]
(c) disclose as at the end of each reporting period the … and the measurable objectives for achieving gender diversity
measurable objectives for achieving gender diversity set set by the board or a relevant committee of the board in
by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards
accordance with the entity’s diversity policy and its achieving them:
progress towards achieving them and either:
☐ in our Corporate Governance Statement OR
☐ at [insert location]
(1) the respective proportions of men and women on
the board, in senior executive positions and across
the whole organisation (including how the entity has
… and the information referred to in paragraphs (c)(1) or (2):
☐ in our Corporate Governance Statement OR
defined “senior executive” for these purposes); or
(2) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s most
recent “Gender Equality Indicators”, as defined in ☐ at [insert location]
and published under that Act.
1.6 A listed entity should:
(a) have and disclose a process for periodically evaluating
… the evaluation process referred to in paragraph (a):
in our Corporate Governance Statement OR
☐ an explanation why that is so in our Corporate
Governance Statement OR
the performance of the board, its committees and
individual directors; and
☐ at [insert location] ☐ we are an externally managed entity and this
… and the information referred to in paragraph (b): recommendation is therefore not applicable
(b) disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting in our Corporate Governance Statement OR
period in accordance with that process.
☐ at [insert location]
1.7 A listed entity should:
(a) have and disclose a process for periodically evaluating
… the evaluation process referred to in paragraph (a):
in our Corporate Governance Statement OR
☐ an explanation why that is so in our Corporate
Governance Statement OR
(b)
the performance of its senior executives; and
disclose, in relation to each reporting period, whether a
☐ at [insert location] ☐ we are an externally managed entity and this
… and the information referred to in paragraph (b): recommendation is therefore not applicable
performance evaluation was undertaken in the reporting
period in accordance with that process. in our Corporate Governance Statement OR
☐ at [insert location]
+ See chapter 19 for defined terms
2 November 2015 Page 3
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed …4
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1 The board of a listed entity should:
(a) have a nomination committee which:
[If the entity complies with paragraph (a):]
… the fact that we have a nomination committee that complies
☐ an explanation why that is so in our Corporate
Governance Statement OR
(1) has at least three members, a majority of whom
are independent directors; and
with paragraphs (1) and (2):
in our Corporate Governance Statement OR
☐ we are an externally managed entity and this
(2) is chaired by an independent director,
and disclose:
☐ at [insert location] recommendation is therefore not applicable
… and a copy of the charter of the committee:
(3) the charter of the committee;
(4) the members of the committee; and
☐ at [insert location]
… and the information referred to in paragraphs (4) and (5):
(5) as at the end of each reporting period, the number
in our Corporate Governance Statement OR
☐ at [insert location]
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
[If the entity complies with paragraph (b):]
(b) if it does not have a nomination committee, disclose
that fact and the processes it employs to address … the fact that we do not have a nomination committee and the
board succession issues and to ensure that the board processes we employ to address board succession issues and to
has the appropriate balance of skills, knowledge, ensure that the board has the appropriate balance of skills,
experience, independence and diversity to enable it to knowledge, experience, independence and diversity to enable it
discharge its duties and responsibilities effectively. to discharge its duties and responsibilities effectively:
in our Corporate Governance Statement OR
☐ at [insert location]
2.2 A listed entity should have and disclose a board skills matrix … our board skills matrix: an explanation why that is so in our Corporate
setting out the mix of skills and diversity that the board
☐ in our Corporate Governance Statement OR
Governance Statement OR
☐ we are an externally managed entity and this
☐ at [insert location]
currently has or is looking to achieve in its membership.
recommendation is therefore not applicable
+ See chapter 19 for defined terms
2 November 2015 Page 4
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed …4
2.3 A listed entity should disclose:
(a) the names of the directors considered by the board to
… the names of the directors considered by the board to be
independent directors:
☐ an explanation why that is so in our Corporate Governance
Statement
be independent directors; in our Corporate Governance Statement OR
(b) if a director has an interest, position, association or
relationship of the type described in Box 2.3 but the
☐ at [insert location]
board is of the opinion that it does not compromise … and, where applicable, the information referred to in paragraph
the independence of the director, the nature of the (b):
interest, position, association or relationship in in our Corporate Governance Statement OR
question and an explanation of why the board is of
that opinion; and
☐ at [insert location]
(c) the length of service of each director. … and the length of service of each director:
in our Corporate Governance Statement OR
☐ at [insert location]
2.4 A majority of the board of a listed entity should be
independent directors.
… the fact that we follow this recommendation:
in our Corporate Governance Statement OR
☐ an explanation why that is so in our Corporate
Governance Statement OR
☐ at [insert location] ☐ we are an externally managed entity and this
recommendation is therefore not applicable
2.5 The chair of the board of a listed entity should be an … the fact that we follow this recommendation: ☐
☐ in our Corporate Governance Statement OR
an explanation why that is so in our Corporate
independent director and, in particular, should not be the Governance Statement OR
same person as the CEO of the entity.
☐ at [insert location] ☐ we are an externally managed entity and this
recommendation is therefore not applicable
2.6 A listed entity should have a program for inducting new … the fact that we follow this recommendation: an explanation why that is so in our Corporate
directors and provide appropriate professional development
☐ in our Corporate Governance Statement OR Governance Statement OR
☐ we are an externally managed entity and this
☐ at [insert location]
opportunities for directors to develop and maintain the skills
and knowledge needed to perform their role as directors
effectively. recommendation is therefore not applicable
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1 A listed entity should:
(a) have a code of conduct for its directors, senior
… our code of conduct or a summary of it:
in our Corporate Governance Statement OR
☐ an explanation why that is so in our Corporate Governance
Statement
executives and employees; and
(b) disclose that code or a summary of it.
☐ at [insert location]
+ See chapter 19 for defined terms
2 November 2015 Page 5
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed …4
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1 The board of a listed entity should:
(a) have an audit committee which:
[If the entity complies with paragraph (a):]
… the fact that we have an audit committee that complies with
☐ an explanation why that is so in our Corporate
Governance Statement
(1) has at least three members, all of whom are non- paragraphs (1) and (2):
executive directors and a majority of whom are in our Corporate Governance Statement OR
independent directors; and
(2) is chaired by an independent director, who is not
☐ at [insert location]
the chair of the board, … and a copy of the charter of the committee:
and disclose: at []
(3) the charter of the committee; … and the information referred to in paragraphs (4) and (5):
in our Corporate Governance Statement OR
☐ at [insert location]
(4) the relevant qualifications and experience of the
members of the committee; and
(5) in relation to each reporting period, the number of [If the entity complies with paragraph (b):]
times the committee met throughout the period
and the individual attendances of the members at … the fact that we do not have an audit committee and the
those meetings; or processes we employ that independently verify and safeguard
the integrity of our corporate reporting, including the processes
(b) if it does not have an audit committee, disclose that for the appointment and removal of the external auditor and the
fact and the processes it employs that independently rotation of the audit engagement partner:
verify and safeguard the integrity of its corporate
reporting, including the processes for the appointment ☐ in our Corporate Governance Statement OR
and removal of the external auditor and the rotation of
the audit engagement partner.
☐ at [insert location]
4.2 The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive
… the fact that we follow this recommendation:
in our Corporate Governance Statement OR
☐ an explanation why that is so in our Corporate Governance
Statement
from its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained ☐ at [insert location]
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.
+ See chapter 19 for defined terms
2 November 2015 Page 6
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed …4
4.3 A listed entity that has an AGM should ensure that its
external auditor attends its AGM and is available to answer
… the fact that we follow this recommendation:
in our Corporate Governance Statement OR
☐ an explanation why that is so in our Corporate Governance
Statement OR
questions from security holders relevant to the audit.
☐ at [insert location] ☐ we are an externally managed entity that does not hold an
annual general meeting and this recommendation is
therefore not applicable
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should:
(a) have a written policy for complying with its continuous
… our continuous disclosure compliance policy or a summary of it:
in our Corporate Governance Statement OR
☐ an explanation why that is so in our Corporate Governance
Statement
disclosure obligations under the Listing Rules; and
(b) disclose that policy or a summary of it.
☐ at [insert location]
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.
… information about us and our governance on our website: ☐ an explanation why that is so in our Corporate Governance
at [www.ausnetrealestate.com.au] Statement
6.2 A listed entity should design and implement an investor
relations program to facilitate effective two-way
… the fact that we follow this recommendation:
in our Corporate Governance Statement OR
☐ an explanation why that is so in our Corporate Governance
Statement
communication with investors.
☐ at [www.ausnetrealestate.com.au]
6.3 A listed entity should disclose the policies and processes it
has in place to facilitate and encourage participation at
… our policies and processes for facilitating and encouraging
participation at meetings of security holders:
☐ an explanation why that is so in our Corporate Governance
Statement OR
meetings of security holders. in our Corporate Governance Statement OR
☐ at [www.ausnetrealestate.com.au] ☐ we are an externally managed entity that does not hold
periodic meetings of security holders and this
recommendation is therefore not applicable
6.4 A listed entity should give security holders the option to
receive communications from, and send communications to,
… the fact that we follow this recommendation:
in our Corporate Governance Statement OR
☐ an explanation why that is so in our Corporate Governance
Statement
the entity and its security registry electronically.
☐ at [insert location]
+ See chapter 19 for defined terms
2 November 2015 Page 7
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed …4
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
[If the entity complies with paragraph (a):]
… the fact that we have a committee or committees to oversee
☐ an explanation why that is so in our Corporate
Governance Statement
of which: risk that comply with paragraphs (1) and (2):
(1) has at least three members, a majority of whom in our Corporate Governance Statement OR
are independent directors; and
(2) is chaired by an independent director,
☐ at [insert location]
… and a copy of the charter of the committee:
and disclose:
at [www.ausnetrealestate.com.au]
(3) the charter of the committee;
… and the information referred to in paragraphs (4) and (5):
(4) the members of the committee; and
in our Corporate Governance Statement OR
(5) as at the end of each reporting period, the number
of times the committee met throughout the period ☐ at [insert location]
and the individual attendances of the members at [If the entity complies with paragraph (b):]
those meetings; or
… the fact that we do not have a risk committee or committees
(b) if it does not have a risk committee or committees that that satisfy (a) and the processes we employ for overseeing our
satisfy (a) above, disclose that fact and the processes risk management framework:
it employs for overseeing the entity’s risk
management framework. ☐ in our Corporate Governance Statement OR
☐ at [insert location]
7.2 The board or a committee of the board should:
(a) review the entity’s risk management framework at
… the fact that board or a committee of the board reviews the
entity’s risk management framework at least annually to satisfy
☐ an explanation why that is so in our Corporate
Governance Statement
least annually to satisfy itself that it continues to be itself that it continues to be sound:
sound; and in our Corporate Governance Statement OR
(b) disclose, in relation to each reporting period, whether
such a review has taken place.
☐ at [insert location]
… and that such a review has taken place in the reporting period
covered by this Appendix 4G:
in our Corporate Governance Statement OR
☐ at [insert location]
+ See chapter 19 for defined terms
2 November 2015 Page 8
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed …4
7.3 A listed entity should disclose:
(a) if it has an internal audit function, how the function is
[If the entity complies with paragraph (a):]
… how our internal audit function is structured and what role it
☐ an explanation why that is so in our Corporate
Governance Statement
structured and what role it performs; or performs:
(b) if it does not have an internal audit function, that fact ☐ in our Corporate Governance Statement OR
and the processes it employs for evaluating and
continually improving the effectiveness of its risk ☐ at [insert location]
management and internal control processes. [If the entity complies with paragraph (b):]
… the fact that we do not have an internal audit function and the
processes we employ for evaluating and continually improving
the effectiveness of our risk management and internal control
processes:
in our Corporate Governance Statement OR
☐ at [insert location]
7.4 A listed entity should disclose whether it has any material
exposure to economic, environmental and social
… whether we have any material exposure to economic,
environmental and social sustainability risks and, if we do, how
☐ an explanation why that is so in our Corporate Governance
Statement
sustainability risks and, if it does, how it manages or intends we manage or intend to manage those risks:
to manage those risks. in our Corporate Governance Statement OR
☐ at [insert location]
+ See chapter 19 for defined terms
2 November 2015 Page 9
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed …4
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a) have a remuneration committee which:
[If the entity complies with paragraph (a):]
… the fact that we have a remuneration committee that complies
☐ an explanation why that is so in our Corporate
Governance Statement OR
(1) has at least three members, a majority of whom
are independent directors; and
with paragraphs (1) and (2):
in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation is
(2) is chaired by an independent director,
and disclose:
☐ at [insert location] therefore not applicable
… and a copy of the charter of the committee:
(3) the charter of the committee; at []
(4) the members of the committee; and … and the information referred to in paragraphs (4) and (5):
(5) as at the end of each reporting period, the number in our Corporate Governance Statement OR
of times the committee met throughout the period
and the individual attendances of the members at ☐ at [insert location]
those meetings; or [If the entity complies with paragraph (b):]
(b) if it does not have a remuneration committee, disclose … the fact that we do not have a remuneration committee and the
that fact and the processes it employs for setting the processes we employ for setting the level and composition of
level and composition of remuneration for directors remuneration for directors and senior executives and ensuring
and senior executives and ensuring that such that such remuneration is appropriate and not excessive:
remuneration is appropriate and not excessive.
☐ in our Corporate Governance Statement OR
☐ at [insert location]
8.2 A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive
… separately our remuneration policies and practices regarding
the remuneration of non-executive directors and the
☐ an explanation why that is so in our Corporate Governance
Statement OR
directors and the remuneration of executive directors and
other senior executives.
remuneration of executive directors and other senior executives:
in our Corporate Governance Statement OR ☐ we are an externally managed entity and this
☐ at [insert location] recommendation is therefore not applicable
8.3 A listed entity which has an equity-based remuneration
scheme should:
… our policy on this issue or a summary of it:
in our Corporate Governance Statement OR
☐ an explanation why that is so in our Corporate Governance
Statement OR
(a) have a policy on whether participants are permitted to
enter into transactions (whether through the use of
☐ at [insert location] ☐ we do not have an equity-based remuneration
derivatives or otherwise) which limit the economic risk scheme and this recommendation is therefore not
applicable OR
☐ we are an externally managed entity and this
of participating in the scheme; and
(b) disclose that policy or a summary of it.
recommendation is therefore not applicable
+ See chapter 19 for defined terms
2 November 2015 Page 10
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole
period above. We have disclosed … of the period above. We have disclosed …4
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
N/A Alternative to Recommendation 1.1 for externally managed … the information referred to in paragraphs (a) and (b): ☐ an explanation why that is so in our Corporate Governance
listed entities:
☐ in our Corporate Governance Statement OR Statement
The responsible entity of an externally managed listed entity
should disclose: ☐ at [insert location]
(a) the arrangements between the responsible entity and
the listed entity for managing the affairs of the listed
entity;
(b) the role and responsibility of the board of the
responsible entity for overseeing those arrangements.
N/A Alternative to Recommendations 8.1, 8.2 and 8.3 for
externally managed listed entities:
… the terms governing our remuneration as manager of the
entity:
☐ an explanation why that is so in our Corporate Governance
☐ in our Corporate Governance Statement OR
Statement
An externally managed listed entity should clearly disclose
the terms governing the remuneration of the manager.
☐ at [insert location]
+ See chapter 19 for defined terms
2 November 2015 Page 11