Corporate Governance Statement
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ABN 52 118 913 232
Corporate Governance Statement
OVERVIEW
The Board of Directors (Board) of The Agency Group Australia Limited (the Company) is responsible for the overall corporate governance of the Company, and is
committed to implementing the highest standards of corporate governance. In determining what those high standards should involve the Company has considered the
Australian Securities Exchange (ASX) Corporate Governance Council’s Principles of Good Corporate Governance and Recommendations (3rd Edition) (the Principles and
Recommendations).
In line with the above, the Board has set out the way forward for the Company in its implementation of the Principles and Recommendations. Due to the current size of
the Company and the scale of its operations it is neither practical nor economic for the adoption of all of the Principles and Recommendations. Where the Company has
not adhered to the Principles and Recommendations it has stated that fact in this Corporate Governance Statement. This statement is current as at 30 September 2018.
The Company’s corporate governance policies are as follows and are all available on the Company’s website at www.theagency.com.au
• Board Charter
• Corporate Code of Conduct
• Audit and Risk Committee Charter
• Remuneration Committee Charter
• Nomination Committee Charter
• Performance Evaluation
• Continuous Disclosure
• Risk Management
• Trading Policy
• Diversity Policy
• Shareholders Communications Strategy
Principle / Recommendation Compliance Reference Commentary
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 Yes Board Charter, The Company has adopted a Board Charter, which discloses the specific responsibilities of the
A listed entity should disclose: Code of Board.
(a) the respective roles and Conduct and
responsibilities of its board and Website The Board is responsible for promoting the success of the Company in a way which ensures
management; and that the interests of shareholders and stakeholders are promoted and protected. The Board
(b) those matters expressly may delegate some powers and functions to the Executive Chairman or CEO for the day-to-
reserved to the board and those day management of the Company. Powers and functions not delegated remain with the
delegated to management. Board. The key responsibilities and functions of the Board include the following:
• appointment of the Managing Director/CEO and other senior executives and the
determination of their terms and conditions including remuneration and termination;
• driving the strategic direction of the Company, ensuring appropriate resources are
available to meet objectives and monitoring management’s performance;
• reviewing and ratifying systems of risk management and internal compliance and control,
codes of conduct and legal compliance;
• approving and monitoring the progress of major capital expenditure, capital
management and significant acquisitions and divestitures;
• approving and monitoring the budget and the adequacy and integrity of financial and
other reporting;
• approving the annual, half yearly and quarterly accounts;
• approving significant changes to the organisational structure;
• approving the issue of any shares, options, equity instruments or other securities in the
Company;
• ensuring a high standard of corporate governance practice and regulatory compliance
and promoting ethical and responsible decision making;
• recommending to shareholders the appointment of the external auditor as and when
their appointment or re-appointment is required to be approved by them; and
• meeting with the external auditor, at their request, without management being present.
The Board’s role and the Company’s corporate governance practices are periodically reviewed
and improved as required.
Full details of the roles and responsibilities of the Board and the company secretary of the
Company (Company Secretary) are contained in the Board Charter.
Recommendation 1.2 Yes Director Directors of the Company (Directors) are appointed based on the specific governance skills
A listed entity should: Selection required by the Company. Given the size of the Company and the business that it operates,
(a) undertake appropriate checks Procedure and the Company aims at all times to have at least one Director with experience appropriate to
before appointing a person, or Website the Company’s operations. The Company’s current directors all have relevant experience in
putting forward to security the operations. In addition, Directors should have the relevant blend of personal experience
holders a candidate for in:
election, as a director; and • Accounting and financial management; and
(b) provide security holders with all • Director-level business experience.
material information in its
possession relevant to a In respect of any future Directors, the Company will continue to conduct specific and
decision on whether or not to appropriate checks of candidates prior to their appointment or nomination for election by
elect or re- elect a director. shareholders. However the Company does not propose to conduct these checks prior to
nominating an existing Director for re-election by shareholders at a general meeting on the
basis that it is not considered necessary in the Company’s circumstances.
The composition of the Board is assessed annually with due consideration given to ensure
each potential candidate had the appropriate experience and strong professional reputation
in their industry, that would be of value to the Company.
Currently, the Company includes in its notice of meetings a brief biography which sets out
relevant qualifications and professional experience, of each Director who stands for election
or re-election, for consideration by shareholders.
Recommendation 1.3 Yes Kept at The Company seeks to engage or employ its Directors and other senior management under
A listed entity should have a written registered written agreements setting out key terms and otherwise governing their engagement or
agreement with each director and office employment by the Company.
senior executive setting out the
terms of their appointment. The Company’s Non-Executive Chairman is employed pursuant to written agreements with
the Company and each non-executive Director is engaged under a letter of appointment.
Recommendation 1.4 Yes Board Charter The Company Secretary reports directly, and is accountable, to the Board through the
The company secretary of a listed And Website Chairman in relation to all governance matters.
entity should be accountable
directly to the board, through the Full details of the Board’s and Company Secretary’s roles and responsibilities are contained in
chair, on all matters to do with the the Board Charter.
proper functioning of the board.
Recommendation 1.5 Yes – 1.5(a), Diversity Policy The Board has adopted a Diversity Policy which is available on the Company’s website
A listed entity should: 1.5(b) and and www.theagency.com.au.
(a) have a diversity policy which 1.5(c)(1). Website
includes requirements for the The Company is committed to workplace diversity and recognises the benefits arising from
board or a relevant committee No – 1.5(c) employee and board diversity, including a broader pool of high quality employees, improving
of the board to set measurable employee retention, accessing different perspectives and ideas and benefiting from all
objectives for achieving gender available talent. Diversity includes, but is not limited to, gender, age, ethnicity and cultural
diversity and to assess annually background.
both the objectives and the
entity’s progress in achieving The Board is responsible for developing objectives and strategies, if any, to meet the
them; objectives of the Diversity Policy and will report at least annually on the progress against and
(b) disclose that policy or a achievement of these objectives. The Board may also set measurable objectives for achieving
summary of it; and gender diversity. The Board is responsible for implementing, monitoring and reporting on any
(c) disclose as at the end of each measurable objectives it has set.
reporting period the
measurable objectives for Given the size of the Company, no measurable objectives or strategies have been set by the
achieving gender diversity set Board at this stage.
by the board or a relevant
committee of the board in
accordance with the entity’s However, it is Company practice to recruit from a diverse pool of candidates for all positions,
diversity policy and its progress including senior management and the Board.
towards achieving them, and
either: As at the date of this report, the Company has the following proportion of women appointed:
1. the respective proportions • to the Board – 0%
of men and women on the • to senior management – 0%
board, in senior executive • to the organisation as a whole – 30%
positions and across the
whole organisation
(including how the entity
has 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
and published under that
Act.
Recommendation 1.6 No Whilst it is the policy of the Board to conduct evaluation of its performance through its Board
A listed entity should: Charter, the Company does not have in place a formal process for evaluation of the Board, its
(a) have and disclose a process for committees and individual Directors.
periodically evaluating the
performance of the board, its The small size of the Board and the nature of the Company’s activities make the
committees and individual establishment of a formal performance evaluation strategy unnecessary. Performance
directors; and evaluation is a discretionary matter for consideration by the entire Board and in the normal
(b) disclose, in relation to each course of events the Board will review performance of senior management, Directors and the
reporting period, whether a Board as a whole.
performance evaluation was
undertaken in the reporting
period in accordance with that
process.
Recommendation 1.7 No The Company does not have in place a formal process for evaluation of its senior executives.
A listed entity should:
(a) have and disclose a process for Given the Company’s size (which only recently has expanded in size due to acquisitions), the
periodically evaluating the establishment of a formal performance evaluation strategy was not necessary. As with
performance of its senior valuation of Directors, performance evaluation is a discretionary matter for consideration by
executives; and the entire Board and in the normal course of events the Board will review performance of
(b) disclose, in relation to each senior management.
reporting period, whether a
performance evaluation was It is noted that with the increasing diversity of the Company that a formal process will need to
undertaken in the reporting be considered in light of this recommendation.
period in accordance with that
process.
Principle 2: Structure the board to add value
Recommendation 2.1 Yes – 2.1(b) Nomination Given the present size of the Company, the whole Board acts as the Nomination Committee.
The board of a listed entity should: Committee
(a) have a nomination committee No – 2.1(a) Charter and The Board believes no efficiencies or other benefits could be gained by establishing a separate
which: Website Nomination Committee. To assist the Board to fulfill its function as the Nomination
1. has at least three Committee, the Board has adopted a Nomination Committee Charter. The responsibilities of
members, a majority of the Committee include the periodic review and consideration of the structure and balance of
whom are independent the Board and the making of recommendations regarding appointments, retirements and
directors; and terms of office of Directors.
2. is chaired by an
independent director, and As a matter of practice, candidates for the office of Director are individually assessed by the
disclose: Board before appointment or nomination to ensure they possess the relevant skills,
3. the charter of the experience, personal attributes and capability to devote the necessary time and commitment
committee; to the role.
4. the members of the
committee; and The Board intends to review the requirement for a separate nomination committee as the
5. as at the end of each Company’s operations grow and evolve.
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.
Recommendation 2.2 No The Board does not have, and has not disclosed, a skills matrix setting out the mix of skills and
A listed entity should have and diversity that the board currently has or is looking to achieve in its membership. Owing to the
disclose a board skills matrix setting size of the Company and its operations, the Board does not consider the need to have a skills
out the mix of skills and diversity matrix as it considers the Board to have the appropriate skills for the operations and
that the board currently has or is governance of the Company. Should the Company’s operations expand or change, the Board
looking to achieve in its will re-consider the needs for a skills matrix.
membership.
Recommendation 2.3 Yes The Company has no directors who satisfies the criteria for independence as outlined in Box
A listed entity should disclose: 2.3 of the Principles & Recommendations.
(a) the names of the directors
considered by the board to be
independent directors; Philip Re
(b) if a director has an interest, Chairman (Appointed 19 December 2016)
position, association or Paul Niardone
relationship of the type Managing Director (Appointed 19 December 2016)
described in Box 2.3 but the John Kolenda
board is of the opinion that it Non Executive Director (Appointed 19 December 2016)
does not compromise the Adam Davey
independence of the director, Non Executive Director (Appointed 19 December 2016)
the nature of the interest,
position, association or
relationship in question and an
explanation of why the board is
of that opinion; and
(c) the length of service of each
director.
Recommendation 2.4 No Presently, the Board does not comprise a majority of “independent directors”.
A majority of the board of a listed
entity should be independent
directors. The Board considers that given the size and scope of the group at present, that it has the
relevant experience on the Board and is appropriately structured to discharge its duties in a
manner that is in the best interests of the Company and its shareholders, strategically and
operationally.
However, the Board does review this position at each Board Meeting and intends to review
the requirement for, and benefits of, additional independent Directors as the Company’s
operations grow and evolve.
Recommendation 2.5 No The roles of Chairman and CEO are performed by different persons.
The chair of the board of a listed
entity should be an independent The Chairperson of the Company is Mr Philip Re and does not satisfy the definition of
director and, in particular, should independence for the purposes of Principle and Recommendation 2.3.
not be the same person as the CEO
of the entity.
Recommendation 2.6 No The Company does not currently have a formal induction program for new Directors nor does
A listed entity should have a it have a professional development program for existing Directors. The Board does not
program for inducting new directors consider it necessary to have a formal induction program given the current size and scope of
and provide appropriate operations. However, the Board intends to review the requirement for, and benefits of, a
professional development formal induction program and professional development program as the Company grows and
opportunities for directors to evolves.
develop and maintain the skills and
knowledge needed to perform their All Directors are generally experienced in various facets of professional development. Some
role as directors effectively. of the current Directors have experience in other listed companies. The Board seeks to
ensure that all of its members understand the Company’s operations. Directors also attend,
either through the Company or for their own professional development requirements,
seminars, industry conferences, technical reading and research, to maintain and develop their
knowledge.
Principle 3: Act ethically and responsibly
Recommendation 3.1 Yes Code of The Company has adopted a Code of Conduct that outlines how the Company expects its
A listed entity should: Conduct and Directors and employees of the Company to behave and conduct business in the workplace
(a) have a code of conduct for its Website on a range of issues. The Company is committed to the highest level of integrity and ethical
directors, senior executives and standards in all business practices.
employees; and
(b) disclose that code or a summary
The purpose of the Code of Conduct is to provide a framework for decisions and actions in
of it.
relation to ethical conduct in employment. It underpins the Company’s commitment to
integrity and fair dealing in its business affairs and to a duty of care to all employees, clients
and stakeholders.
The Code of Conduct sets out the Company’s expectations of its Directors and employees
with respect to a range of issues including personal and professional behaviour, conflicts of
interest, public and media comment, use of Company resources, security of information,
intellectual property and copyright, discrimination and harassment, corrupt conduct,
occupational health and safety, fair dealing and insider trading.
A breach of the Code is subject to disciplinary action which may include punishment under
legislation and/or termination of employment. The Code of Conduct is available on the
Company’s website at www.ausnetrealestate.com.au
Principle 4: Safeguard integrity in corporate reporting
Recommendation 4.1 Yes – 4.1(b) Audit and Risk The Company does not have an Audit and Risk Committee. The Board believes no efficiencies
The board of a listed entity should: Committee or other benefits could be gained by establishing a separate Audit and Risk Committee. To
(a) have an audit committee which: No – 4.1(a) Charter and assist the Board to fulfill its function as the Audit and Risk Committee, the Board has adopted
1. has at least three Website an Audit and Risk Committee Charter.
members, all of whom are
non-executive directors The Board has charged the Company Secretary with preparing the annual and half yearly
and a majority of whom are reports. These reports are independently audited. The Company Secretary also prepares the
independent directors; and Company’s quarterly financial and operational reports.
2. is chaired by an
independent director, who All Company reports are reviewed by the Board before they are finalised and are given the
is not the chair of the opportunity to question and consider the information contained in the reports.
board,
and disclose: The Audit and Risk Committee Charter provides recommendations in relation to the initial
3. the charter of the appointment of the external auditor and the appointment of a new external auditor should a
committee; vacancy arise. Any appointment of a new external auditor made by the Board must be ratified
4. the relevant qualifications by shareholders at the next annual general meeting of the Company.
and experience of the
members of the
Proposed external auditors must be able to demonstrate complete independence from the
committee; and
Company and an ability to maintain independence through the engagement period. In
5. in relation to each
addition, the successful candidate for external auditor must have arrangements in place for
reporting period, the
the rotation of the lead audit engagement partner on a regular basis. Other than these
number of times the
mandatory criteria, the Board may select an external auditor based on other criteria relevant
committee met throughout
to the Company such as references, cost and any other matters deemed relevant by the
the period and the
Board.
individual attendances of
the members at those
meetings; or A formal Audit and Risk Committee Charter has been adopted, a copy of which is available on
(b) if it does not have an audit the Company’s website at www.theagency.com.au .
committee, disclose that fact
and the processes it employs As the Company’s operations grow and evolve, the Board will reconsider the appropriateness
that independently verify and of forming a separate audit and risk committee.
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.
Recommendation 4.2 Yes Kept at The Managing Director and the Chief Financial Officer have provided a declaration to the
The board of a listed entity should, registered Board in accordance with section 295A of the Corporations Act and have assured the Board
before it approves the entity’s office that such declaration is founded on a sound system of risk management and internal control
financial statements for a financial and that the system is operating effectively in all material respects in relation to financial
period, receive from its CEO and reporting risks.
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.
Recommendation 4.3 Yes Shareholders In accordance with the Company’s Shareholder Communication Strategy, the external auditor
A listed entity that has an AGM Communication is invited to attend every AGM for the purpose of answering questions from security holders
should ensure that its external Strategy relevant to the conduct of the audit and the preparation and content of the auditor’s report.
auditor attends its AGM and is
available to answer questions from
security holders relevant to the
audit.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1 Yes Continuous The Company is a “disclosing entity” pursuant to section 111AR of the Corporations Act 2001
A listed entity should: Disclosure and, as such, is required to comply with the continuous disclosure requirements of Chapter 3
(a) have a written policy for Policy of the ASX Listing Rules and section 674 of the Corporations Act.
complying with its continuous Website
disclosure obligations under As such, the Company has a Continuous Disclosure Policy. The purpose of this Continuous
the Listing Rules; and Disclosure Policy is to ensure the Company complies with continuous disclosure requirements
(b) disclose that policy or a arising from legislation and the Listing Rules of the ASX. The Policy sets out the procedure for:
summary of it. • protecting confidential information from unauthorised disclosure;
• identifying material price sensitive information and reporting it to the Company
Secretary for review;
• ensuring the Company achieves best practice in complying with its continuous
disclosure obligations under legislation and the Listing Rules; and
• ensuring the Company and individual officers do not contravene legislation or the
Listing Rules.
The Company has obligations under the Corporations Act 2001 and ASX Listing Rules to keep
the market fully informed of information which may have a material effect on the price or
value of the Company’s securities and to correct any material mistake or misinformation in
the market. The Company discharges these obligations by releasing information to the ASX in
the form of an ASX release or disclosure in other relevant documents (e.g. the Annual Report).
The Company recognises that the maintenance of confidentiality is also of paramount
importance to the Company both to protect its trade secrets and to prevent any false market
for the Company’s shares from developing.
All relevant information provided to ASX in compliance with the continuous disclosure
requirements of legislation and the Listing Rules is promptly posted on the Company’s web
site www.ausnetrealestate.com.au
Principle 6: Respect the rights of security holders
Recommendation 6.1 Yes Shareholders Information on the Company’s Corporate Governance, including copies of its various
A listed entity should provide Communication corporate governance policies and charters, is available on the Company’s website.
information about itself and its Strategy
governance to investors via its
website.
Recommendation 6.2 Yes Shareholders The Company has a Shareholder Communications Strategy that promotes effective
A listed entity should design and Communication communication with shareholders and encourages presentation of information to
implement an investor relations Strategy shareholders in a clear, concise and effective manner. The Board aims to ensure that
program to facilitate effective two- Shareholders are informed of all major developments affecting the Company’s state of affairs.
way communication with investors. Information is communicated to Shareholders through the annual report, half yearly report,
quarterly reports, disclosures and announcements made to the ASX, the annual general
meeting and general meetings and through the Company’s website.
The Shareholder Communications Strategy is available on the Company’s website at
www.ausnetrealestate.com.au
Recommendation 6.3 Yes Shareholders In accordance with the Company’s Shareholder Communications Strategy, the Company
A listed entity should disclose the Communication supports shareholder participation in general meetings and seeks to provide appropriate
policies and processes it has in place Strategy mechanisms for such participation, which will be reviewed regularly to encourage the highest
to facilitate and encourage level of shareholder participation.
participation at meetings of security
holders. The Company considers general meetings to be an effective means to communicate with
shareholders and encourages shareholders to attend general meetings. In preparing for
general meetings, the Company will draft the notice of meetings and related explanatory
information so that they provide all of the information that is relevant to the shareholders in
making decisions on matters to be voted on by them at the meeting. Information will be
presented in a clear, concise and effective manner.
Recommendation 6.4 Yes Shareholders The Company considers that communicating with shareholders by electronic means is an
A listed entity should give security Communication efficient way to distribute information in a timely and convenient manner.
holders the option to receive Strategy
communications from and send In accordance with the Shareholder Communications Strategy, shareholders can register with
communications to, the entity and the Company’s Registrar to receive email notifications of when an announcement is made by
its security registry electronically. the Company to the ASX, including the release of the annual, half yearly and quarterly
reports. Links are made available to the Company’s website on which all information
provided to the ASX is immediately posted.
Principle 7: Recognise and manage risk
Recommendation 7.1 Yes – 7.1(b) The Company does not have a separate Risk Management Committee.
The board of a listed entity should:
(a) have a committee or No – 7.1(a)
The role of the Risk Management Committee is undertaken by the full Board. The Board
committees to oversee risk,
determines the Company’s risk profile and is responsible for overseeing and approving risk
each of which:
management strategy and policies, internal compliance and internal control.
1. has at least three
members, a majority of
whom are independent The Company’s Risk Management Policy is available on the Company’s website at
directors; and www.ausnetrealestate.com.au which sets out a framework for a system of risk management
2. is chaired by an and internal compliance and control, whereby the Board delegates day-to-day management
independent director, of risk to management.
and disclose:
3. the charter of the The Board will delegate to the Managing Director/COO responsibility for implementing the
committee; risk management system who will submit particular matters to the Board for its approval or
4. the members of the review. The Managing Director/COO is required to report to the Board on the management
committee; and of risk.
5. as at the end of each
reporting period, the The Board monitors risk through various arrangements including:
number of times the • regular Board meetings;
committee met throughout • share price monitoring;
the period and the • market monitoring; and
individual attendances of • regular review of financial position and operations.
the members at those
meetings; or
The responsibility for undertaking and assessing risk management and internal control
(b) if it does not have a risk
effectiveness is delegated to management. Management is required to assess risk
committee or committees that
management and associated internal compliance and control procedures and regularly report
satisfy (a) above, disclose that
back to the Board.
fact and the processes it
employs for overseeing the
entity’s risk management The Board will regularly review assessments of the effectiveness of risk management and
framework. internal compliance and control.
The Company has developed a Risk Register in order to assist with the risk management of
the Company.
Recommendation 7.2 No As the Board has responsibility for the monitoring of risk managements it has not required a
The board or a committee of the formal report regarding material risks and whether those risks are managed effectively. The
board should: Board believes that the Group is currently effectively communicating its significant and
material risks to the Board to justify the implementation of a more formal system of
(a) review the entity’s risk
identifying, assessing, monitoring and managing risk in the Company.
management framework at
least annually to satisfy itself
As the Company’s operations grow and evolve, the Board will reconsider the need for a more
that it continues to be sound;
formal system of identifying, assessing, monitoring and managing risk in the Company.
and
(b) disclose, in relation to each
reporting period, whether
such a review has taken place.
Recommendation 7.3 Yes – 7.3(b) The Company does not currently have an internal audit function. This function is undertaken
A listed entity should disclose: by the full Board.
(a) if it has an internal audit No – 7.3(a)
function, how the function is The Company has adopted procedures which are set out in its Risk Management Policy as
structured and what role it follows:
performs; or
(b) if it does not have an internal (a) identifying and measuring risks that might impact upon the achievement of the
audit function, that fact and the Company’s goals and objectives, and monitoring the environment for emerging
processes it employs for factors and trends that affect these risks;
evaluating and continually (b) formulating risk management strategies to manage identified risks, and designing
improving the effectiveness of and implementing appropriate risk management policies and internal controls;
its risk management and and
internal control processes. (c) monitoring the performance of, and improving the effectiveness of, risk
management systems and internal compliance and controls, including regular
assessment of the effectiveness of risk management and internal compliance and
control.
To this end, comprehensive practices are in place that are directed towards achieving the
following objectives:
(a) compliance with applicable laws and regulations;
(b) preparation of reliable published financial information; and
(c) implementation of risk transfer strategies where appropriate, eg insurance.
Management is charged with evaluating and considering improvements to the Company’s risk
management and internal control processes on an ongoing basis.
The Board considers that an internal audit function is not currently necessary given the
current size and scope of the Company’s operations.
As the Company’s operations grow and evolve, the Board will reconsider the appropriateness
of creating an internal audit function.
Recommendation 7.4 Yes The Company’s primary operation is the provision of real estate services through its
A listed entity should disclose operations. It is subject to various economic, environmental and social sustainability risks,
whether it has any material which may be materially impact the Company’s ability to operate and to generate value for
exposure to economic, shareholders which has been encompassed in a Risk Matrix. These include:
environmental and social
sustainability risks and, if it does, (a) Cash Reserves – Funding will be in the form of operating cashflows from businesses and
how it manages or intends to equity/debt funding as when required for acquisitions. Any impact on availability of
manage those risks. cashflow will impact operations.
(b) Future Capital Requirements – Future funding will be required by the Company to
develop various projects. There can be no assurance that such funding will be available
on satisfactory terms or at all, be it via operational cashflows, debt or equity funding. Any
additional equity financing will dilute shareholdings, and debt financing, if available, may
involve restrictions on financing and operating activities. If the Company is unable to
obtain additional financing as needed, it may be required to reduce the scope of its
operations, which may adversely affect the business and financial condition of the
Company and its performance.
(c) Market Conditions – Share market conditions may affect the value of the Company’s
quoted securities regardless of the Company’s operating performance. Share market
conditions are affected by many factors such as: general economic outlook, introduction
of tax reform or other new legislation, interest rates and inflation rates, changes in
investor sentiment toward particular market sections, the demand for, and supply of,
capital, and terrorism or other hostilities. The market price of securities can fall as well as
rise and may be subject to varied and unpredictable influences on the market for equities
in general.
(d) Acquisition Risk –The acquisitions would compliment and add to the Company's structure
and enhance its service offerings. However, with acquisitions come risk of integration and
the possibility that funding does not continue under the new ownership.
(e) Compliance with Finance and Real Estate Authorities –Any breaches of these
requirements will impact on the Company's ability to operate within this environment
and be able to adequately fund its operations.
The Company has adopted the Risk Management Policy and other procedures to identify,
mitigate and manage these risks and other risks identified going forward. These policies are
updated from time to time as the Board considers appropriate in the circumstances for the
management of the Company’s risk profile.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1 Yes – 8.1(b) The Company has not established a separate remuneration committee and does not have a
The board of a listed entity should: formal remuneration policy in place.
(a) have a remuneration No – 8.1(a)
committee which: Given the present size of the Company, the whole Board carries out the duties that would
1. has at least three ordinarily be assigned to the Remuneration Committee. The Board believes no efficiencies or
members, a majority of other benefits could be gained by establishing a separate Remuneration Committee. To assist
whom are independent the Board to fulfill its function as the Remuneration Committee, the Board has adopted a
directors; and Remuneration Committee Charter. The Remuneration Committee Charter is available on the
2. is chaired by an Company’s website at www.ausnetrealestate.com.au
independent director,
and disclose: Remuneration of Directors and Key Management Personnel is determined with regard to the
3. the charter of the performance of the Company, the performance and skills and experience of the particular
committee; person and prevailing remuneration expectations in the market. The Board will devote times
4. the members of the on an annual basis to discuss the level and composition of remuneration for the Directors and
committee; and Key Management Personnel and will ensure such remuneration is appropriate and not
5. as at the end of each excessive. Details of remuneration of Directors and Key Management Personnel are disclosed
reporting period, the in the Remuneration Report in the Annual Report. The full Board determines all
number of times the compensation arrangements for Directors. It is also responsible for setting performance
committee met throughout schemes, superannuation entitlements, retirement and termination entitlements and
the period and the professional indemnity and liability insurance cover.
individual attendances of
the members at those Non-executive Directors’ fees are paid within an aggregate limit which is approved by the
meetings; or shareholders from time to time. There are no termination or retirement benefits for non-
(b) if it does not have a executive Directors (other than for superannuation). Non-executive Directors may be offered
remuneration committee, options as part of their remuneration, subject to shareholder approval.
disclose that fact and the
processes it employs for setting Executives are prohibited from entering into transactions or arrangements which limit the
the level and composition of economic risk of participating in unvested entitlements.
remuneration for directors and
senior executives and ensuring
that such remuneration is
appropriate and not excessive.
Recommendation 8.2 Yes The Company’s policies and procedures regarding the remuneration of Executive and Non-
A listed entity should separately Executive Directors and other Key Management Personnel is contained with the
disclose its policies and practices Remuneration Report which is within the Company’s Annual Report for each financial year.
regarding the remuneration of non-
executive directors and the
remuneration of executive directors
and other senior executives.
Recommendation 8.3 No There are no current employee share plans in place.
A listed entity which has an equity-
based remuneration scheme should: The Company’s Security Trading Policy includes a statement on the Company’s policy on
(a) have a policy on whether prohibiting participants in any future Company’s Performance Rights Plan entering into
participants are permitted to transactions (whether through the use of derivatives or otherwise) which limit the economic
enter into transactions (whether risk of participating in the Performance Rights Plan.
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.