Appendix 4G
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Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Rules 4.7.3 and 4.10.31
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Introduced 01/07/14 Amended 02/11/15
Name of entity
The Agency Group Australia Limited
ABN / ARBN Financial year ended:
52 118 913 232 30 June 2019
Our corporate governance statement2 for the above period above can be found at:3
These pages of our annual report:
This URL on our website: www.theagency.com.au
ü
The Corporate Governance Statement is accurate and up to date as at 30 September 2019 and has
been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
Date: 30 September 2019
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: … the fact that we follow this recommendation: an explanation why that is so in our Corporate Governance
(a) the respective roles and responsibilities of its board and ü in our Corporate Governance Statement OR Statement OR
management; and
at [insert location] we are an externally managed entity and this recommendation
(b) those matters expressly reserved to the board and those
… and information about the respective roles and responsibilities of is therefore not applicable
delegated to management.
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: … the fact that we follow this recommendation: an explanation why that is so in our Corporate Governance
(a) undertake appropriate checks before appointing a person, or ü in our Corporate Governance Statement OR Statement 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 … the fact that we follow this recommendation: an explanation why that is so in our Corporate Governance
and senior executive setting out the terms of their appointment. ü in our Corporate Governance Statement OR Statement OR
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 … the fact that we follow this recommendation: an explanation why that is so in our Corporate Governance
directly to the board, through the chair, on all matters to do with the ü in our Corporate Governance Statement OR Statement OR
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 ü an explanation why that is so in our Corporate Governance
(a) have a diversity policy which includes requirements for the paragraph (a): Statement OR
board or a relevant committee of the board to set in our Corporate Governance Statement OR we are an externally managed entity and this recommendation
measurable objectives for achieving gender diversity and to
is therefore not applicable
assess annually both the objectives and the entity’s progress at [insert location]
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 ü at [www.ausnetrealestate.com.au]
(c) disclose as at the end of each reporting period the … and the measurable objectives for achieving gender diversity set by
measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our
the board or a relevant committee of the board in accordance diversity policy and our progress towards achieving them:
with the entity’s diversity policy and its progress towards
achieving them and either: in our Corporate Governance Statement OR
(1) the respective proportions of men and women on the at [insert location]
board, in senior executive positions and across the
whole organisation (including how the entity has defined … and the information referred to in paragraphs (c)(1) or (2):
“senior executive” for these purposes); or in our Corporate Governance Statement OR
(2) if the entity is a “relevant employer” under the Workplace
Gender Equality Act, the entity’s most recent “Gender at [insert location]
Equality Indicators”, as defined in and published under
that Act.
1.6 A listed entity should: … the evaluation process referred to in paragraph (a): ü an explanation why that is so in our Corporate
(a) have and disclose a process for periodically evaluating the in our Corporate Governance Statement OR Governance Statement OR
performance of the board, its committees and individual
directors; and
at [insert location] we are an externally managed entity and this recommendation
… and the information referred to in paragraph (b): is therefore not applicable
(b) disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting ü in our Corporate Governance Statement OR
period in accordance with that process.
at [insert location]
1.7 A listed entity should: … the evaluation process referred to in paragraph (a): ü an explanation why that is so in our Corporate
(a) have and disclose a process for periodically evaluating the in our Corporate Governance Statement OR Governance Statement OR
performance of its senior executives; and
at [insert location] we are an externally managed entity and this recommendation
(b) disclose, in relation to each reporting period, whether a
… and the information referred to in paragraph (b): is therefore not applicable
performance evaluation was undertaken in the reporting
period in accordance with that process. ü 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: [If the entity complies with paragraph (a):] ü an explanation why that is so in our Corporate
(a) have a nomination committee which: … the fact that we have a nomination committee that complies with Governance Statement OR
(1) has at least three members, a majority of whom are paragraphs (1) and (2):
we are an externally managed entity and this recommendation
independent directors; and in our Corporate Governance Statement OR
is therefore not applicable
(2) is chaired by an independent director, at [insert location]
and disclose: … and a copy of the charter of the committee:
(3) the charter of the committee;
at [insert location]
(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 of
times the committee met throughout the period and in our Corporate Governance Statement OR
the individual attendances of the members at those at [insert location]
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 board … the fact that we do not have a nomination committee and the
succession issues and to ensure that the board has the processes we employ to address board succession issues and to
appropriate balance of skills, knowledge, experience, ensure that the board has the appropriate balance of skills,
independence and diversity to enable it to discharge its knowledge, experience, independence and diversity to enable it to
duties and responsibilities effectively. discharge its duties and responsibilities effectively:
ü 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: ü an explanation why that is so in our Corporate Governance
setting out the mix of skills and diversity that the board currently Statement OR
ü in our Corporate Governance Statement OR
has or is looking to achieve in its membership.
we are an externally managed entity and this recommendation
at [insert location] 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: … the names of the directors considered by the board to be an explanation why that is so in our Corporate Governance
(a) the names of the directors considered by the board to be independent directors: Statement
independent directors; ü in our Corporate Governance Statement OR
(b) if a director has an interest, position, association or at [insert location]
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the … and, where applicable, the information referred to in paragraph (b):
independence of the director, the nature of the interest, ü in our Corporate Governance Statement OR
position, association or relationship in 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:
ü in our Corporate Governance Statement OR
at [insert location]
2.4 A majority of the board of a listed entity should be independent … the fact that we follow this recommendation: ü an explanation why that is so in our Corporate
directors. in our Corporate Governance Statement OR 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 independent … the fact that we follow this recommendation: ü an explanation why that is so in our Corporate
director and, in particular, should not be the same person as the Governance Statement OR
CEO of the entity.
in our Corporate Governance Statement OR
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 directors … the fact that we follow this recommendation: ü an explanation why that is so in our Corporate Governance
and provide appropriate professional development opportunities Statement OR
for directors to develop and maintain the skills and knowledge
in our Corporate Governance Statement OR
needed to perform their role as directors effectively.
we are an externally managed entity and this recommendation
at [insert location] is therefore not applicable
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1 A listed entity should: … our code of conduct or a summary of it: an explanation why that is so in our Corporate Governance
(a) have a code of conduct for its directors, senior executives ü in our Corporate Governance Statement OR Statement
and employees; and
at [insert location]
(b) disclose that code or a summary of it.
+ 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: [If the entity complies with paragraph (a):] ü an explanation why that is so in our Corporate
(a) have an audit committee which: … the fact that we have an audit committee that complies with 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
at [insert location]
(2) is chaired by an independent director, who is not the
chair of the board, … and a copy of the charter of the committee:
and disclose: ü at []
(3) the charter of the committee; … and the information referred to in paragraphs (4) and (5):
(4) the relevant qualifications and experience of the ü in our Corporate Governance Statement OR
members of the committee; and at [insert location]
(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 those … the fact that we do not have an audit committee and the processes
meetings; or we employ that independently verify and safeguard the integrity of our
corporate reporting, including the processes for the appointment and
(b) if it does not have an audit committee, disclose that fact removal of the external auditor and the rotation of the audit
and the processes it employs that independently verify and engagement partner:
safeguard the integrity of its corporate reporting, including
the processes for the appointment and removal of the in our Corporate Governance Statement OR
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 … the fact that we follow this recommendation: an explanation why that is so in our Corporate Governance
financial statements for a financial period, receive from its CEO ü in our Corporate Governance Statement OR Statement
and CFO a declaration that, in their opinion, the financial records
of the entity have been properly maintained and that the financial at [insert location]
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 that has an AGM should ensure that its external … the fact that we follow this recommendation: an explanation why that is so in our Corporate Governance
auditor attends its AGM and is available to answer questions ü in our Corporate Governance Statement OR Statement OR
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
+ 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
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should: … our continuous disclosure compliance policy or a summary of it: an explanation why that is so in our Corporate Governance
(a) have a written policy for complying with its continuous ü in our Corporate Governance Statement OR Statement
disclosure obligations under the Listing Rules; and
at [insert location]
(b) disclose that policy or a summary of it.
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its … information about us and our governance on our website: an explanation why that is so in our Corporate Governance
governance to investors via its website. ü at [www.ausnetrealestate.com.au] Statement
6.2 A listed entity should design and implement an investor relations … the fact that we follow this recommendation: an explanation why that is so in our Corporate Governance
program to facilitate effective two-way communication with ü in our Corporate Governance Statement OR Statement
investors.
at [www.ausnetrealestate.com.au]
6.3 A listed entity should disclose the policies and processes it has in … our policies and processes for facilitating and encouraging an explanation why that is so in our Corporate Governance
place to facilitate and encourage participation at meetings of participation at meetings of security holders: Statement OR
security holders. ü in our Corporate Governance Statement OR
we are an externally managed entity that does not hold
at [www.ausnetrealestate.com.au] 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 … the fact that we follow this recommendation: an explanation why that is so in our Corporate Governance
communications from, and send communications to, the entity ü in our Corporate Governance Statement OR Statement
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: [If the entity complies with paragraph (a):] ü an explanation why that is so in our Corporate
(a) have a committee or committees to oversee risk, each of … the fact that we have a committee or committees to oversee risk Governance Statement
which: that comply with paragraphs (1) and (2):
(1) has at least three members, a majority of whom are in our Corporate Governance Statement OR
independent directors; and
at [insert location]
(2) is chaired by an independent director,
… and a copy of the charter of the committee:
and disclose:
ü 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
ü 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 and at [insert location]
the individual attendances of the members at those [If the entity complies with paragraph (b):]
meetings; or
… the fact that we do not have a risk committee or committees that
(b) if it does not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk
satisfy (a) above, disclose that fact and the processes it management framework:
employs for overseeing the entity’s risk management
framework. ü in our Corporate Governance Statement OR
at [insert location]
7.2 The board or a committee of the board should: … the fact that board or a committee of the board reviews the entity’s ü an explanation why that is so in our Corporate
(a) review the entity’s risk management framework at least risk management framework at least annually to satisfy itself that it Governance Statement
annually to satisfy itself that it continues to be sound; and continues to be sound:
(b) disclose, in relation to each reporting period, whether such in our Corporate Governance Statement OR
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:
ü 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: [If the entity complies with paragraph (a):] ü an explanation why that is so in our Corporate
(a) if it has an internal audit function, how the function is … how our internal audit function is structured and what role it Governance Statement
structured and what role it performs; or performs:
(b) if it does not have an internal audit function, that fact and in our Corporate Governance Statement OR
the processes it employs for evaluating and continually
improving the effectiveness of its risk management and at [insert location]
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:
ü in our Corporate Governance Statement OR
at [insert location]
7.4 A listed entity should disclose whether it has any material … whether we have any material exposure to economic, an explanation why that is so in our Corporate Governance
exposure to economic, environmental and social sustainability environmental and social sustainability risks and, if we do, how we Statement
risks and, if it does, how it manages or intends to manage those manage or intend to manage those risks:
risks. ü 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: [If the entity complies with paragraph (a):] ü an explanation why that is so in our Corporate
(a) have a remuneration committee which: … the fact that we have a remuneration committee that complies with Governance Statement OR
(1) has at least three members, a majority of whom are paragraphs (1) and (2):
we are an externally managed entity and this recommendation is
independent directors; and in our Corporate Governance Statement OR
therefore not applicable
(2) is chaired by an independent director, at [insert location]
and disclose: … 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 of in our Corporate Governance Statement OR
times the committee met throughout the period and
the individual attendances of the members at those at [insert location]
meetings; or [If the entity complies with paragraph (b):]
(b) if it does not have a remuneration committee, disclose that … the fact that we do not have a remuneration committee and the
fact and the processes it employs for setting the level and processes we employ for setting the level and composition of
composition of remuneration for directors and senior remuneration for directors and senior executives and ensuring that
executives and ensuring that such remuneration is such remuneration is appropriate and not excessive:
appropriate and not excessive.
ü in our Corporate Governance Statement OR
at [insert location]
8.2 A listed entity should separately disclose its policies and … separately our remuneration policies and practices regarding the an explanation why that is so in our Corporate Governance
practices regarding the remuneration of non-executive directors remuneration of non-executive directors and the remuneration of Statement OR
and the remuneration of executive directors and other senior executive directors and other senior executives:
executives. ü in our Corporate Governance Statement OR we are an externally managed entity and this recommendation
is therefore not applicable
at [insert location]
8.3 A listed entity which has an equity-based remuneration scheme … our policy on this issue or a summary of it: an explanation why that is so in our Corporate Governance
should: in our Corporate Governance Statement OR Statement OR
(a) have a policy on whether participants are permitted to
enter into transactions (whether through the use of
at [insert location] ü we do not have an equity-based remuneration
derivatives or otherwise) which limit the economic risk of scheme and this recommendation is therefore not
participating in the scheme; and applicable OR
(b) disclose that policy or a summary of it. we are an externally managed entity and this 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 listed … the information referred to in paragraphs (a) and (b): an explanation why that is so in our Corporate Governance
entities: Statement
in our Corporate Governance Statement OR
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 … the terms governing our remuneration as manager of the entity: an explanation why that is so in our Corporate Governance
managed listed entities: Statement
in our Corporate Governance Statement OR
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