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 (4th 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 23 August 2023.
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
• Whistle-blower policy
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 Board.
A listed entity should have and disclose a board Code of Conduct and The Board is responsible for promoting the success of the Company in a way which ensures that the interests of
charter Website shareholders and stakeholders are promoted and protected. The Board may delegate some powers and functions
setting out: to the Executive Chairman or CEO for the day-to-day management of the Company. Powers and functions not
(a) the respective roles and responsibilities of its delegated remain with the Board. The key responsibilities and functions of the Board include the following:
board and management; and
• appointment of the Managing Director/CEO and other senior executives and the determination of their terms
(b) those matters expressly reserved to the board and conditions including remuneration and termination;
and those delegated to management.
• 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 Selection Directors of the Company (Directors) are appointed based on the specific governance skills required by the
A listed entity should: Procedure and Company. Given the size of the Company and the business that it operates, the Company aims at all times to
(a) undertake appropriate checks before appointing Website have at least one Director with experience appropriate to the Company’s operations. The Company’s current
a director or senior executive, or putting directors all have relevant experience in the operations. In addition, Directors should have the relevant blend of
someone forward for election, as a director; and personal experience in:
(b) provide security holders with all material • Accounting and financial management; and
information in its possession relevant to a
Principle / Recommendation Compliance Reference Commentary
decision on whether or not to elect or re-elect a • Director-level business experience.
director.
In respect of any future Directors, the Company will continue to conduct specific and appropriate checks of
candidates prior to their appointment or nomination for election by 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 registered The Company seeks to engage or employ its Directors and other senior management under written agreements
A listed entity should have a written agreement with office setting out key terms and otherwise governing their engagement or employment by the Company.
each director and senior executive setting out the The Company’s Non-Executive Chairman is employed pursuant to written agreements with the Company and
terms of their appointment. 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 Chairman in relation to all
The company secretary of a listed entity should be And Website governance matters.
accountable directly to the board, through the chair, Full details of the Board’s and Company Secretary’s roles and responsibilities are contained in the Board Charter.
on all matters to do with the proper functioning of
the board.
Principle / Recommendation Compliance Reference Commentary
Recommendation 1.5 Yes – 1.5(a), Diversity Policy and The Board has adopted a Diversity Policy which is available on the Company’s website www.theagency.com.au.
A listed entity should: 1.5(b) and Website The Company is committed to workplace diversity and recognises the benefits arising from employee and board
(a) have and disclose a diversity policy; 1.5(c)(1). diversity, including a broader pool of high quality employees, improving employee retention, accessing different
(b) through its board or a committee of the board perspectives and ideas and benefiting from all available talent. Diversity includes, but is not limited to, gender,
set measurable objectives for achieving gender No – 1.5(c) age, ethnicity and cultural background.
diversity in the composition of its board, senior
executives and workforce generally; and The Board is responsible for developing objectives and strategies, if any, to meet the objectives of the Diversity
(c) disclose in relation to each reporting period Policy and will report at least annually on the progress against and achievement of these objectives. The Board
may also set measurable objectives for achieving gender diversity. The Board is responsible for implementing,
1. the measurable objectives set for that period
monitoring and reporting on any measurable objectives it has set.
to achieve;
2. the entity’s progress towards achieving those Given the size of the Company, no measurable objectives or strategies have been set by the Board at this stage.
objectives; and
However, it is Company practice to recruit from a diverse pool of candidates for all positions, including senior
3. either:
management and the Board.
i. the respective proportions of men and
women on the board, in senior executive As at the date of this report, the Company has the following proportion of women appointed:
positions and across the whole • to the Board – 0%
organisation (including how the entity
• to senior management – 0%
has defined “senior executive” for these
purposes); or • to the organisation as a whole – 53.1%
ii. 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 Charter, the
A listed entity should: Company does not have in place a formal process for evaluation of the Board, its committees and individual
(a) have and disclose a process for periodically Directors.
evaluating the performance of the board, its The size of the Board and the nature of the Company’s activities make the establishment of a formal performance
committees and individual directors; and evaluation strategy unnecessary. Performance evaluation is a discretionary matter for consideration by the entire
(b) disclose, in relation to each reporting period, Board and in the normal course of events the Board will review performance of senior management, Directors
whether a performance evaluation was and the Board as a whole.
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: Given the Company’s size (which only recently has expanded in size due to acquisitions), the establishment of a
(a) have and disclose a process for periodically formal performance evaluation strategy was not necessary. As with valuation of Directors, performance
evaluating the performance of its senior evaluation is a discretionary matter for consideration by the entire Board and in the normal course of events the
executives at least once every reporting period; Board will review performance of senior management.
and
It is noted that with the increasing diversity of the Company that a formal process will need to be considered in
light of this recommendation.
Principle / Recommendation Compliance Reference Commentary
(b) disclose, in relation to each reporting period,
whether a performance evaluation was
undertaken in the reporting 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 Charter The Board believes no efficiencies or other benefits could be gained by establishing a separate Nomination
(a) have a nomination committee which: No – 2.1(a) and Committee. To assist the Board to fulfill its function as the Nomination Committee, the Board has adopted a
1. has at least three members, a majority of Website Nomination Committee Charter. The responsibilities of the Committee include the periodic review and
whom are independent directors; and consideration of the structure and balance of the Board and the making of recommendations regarding
2. is chaired by an independent director, appointments, retirements and terms of office of Directors.
and disclose:
As a matter of practice, candidates for the office of Director are individually assessed by the Board before
3. the charter of the committee;
appointment or nomination to ensure they possess the relevant skills, experience, personal attributes and
4. the members of the committee; and capability to devote the necessary time and commitment to the role.
5. as at the end of each reporting period, the
number of times the committee met The Board intends to review the requirement for a separate nomination committee as the Company’s operations
throughout the period and the individual grow and evolve.
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 diversity that the
A listed entity should have and disclose a board skills board currently has or is looking to achieve in its membership. Owing to the size of the Company and its
matrix setting out the mix of skills that the board operations which are expanding, the Board has not considered the need to have a skills matrix as it considers the
currently has or is looking to achieve in its Board to have the appropriate skills for the operations and governance of the Company. Should the Company’s
membership. operations expand or change, the Board will re-consider the needs for a skills matrix.
Recommendation 2.3 Yes The Company has no directors who satisfies the criteria for independence as outlined in Box 2.3 of the Principles
A listed entity should disclose: & Recommendations.
(a) the names of the directors considered by the As per annual report disclosure
board to be independent directors;
(b) if a director has an interest, position, association
or relationship of the type described in Box 2.3
but the board is of the opinion that it does not
compromise the independence of the director,
the nature of the interest, position, association or
relationship in question and an explanation of
Principle / Recommendation Compliance Reference Commentary
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 The Board considers that given the size and scope of the group at present, that it has the relevant experience on
independent directors. 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 The Chairperson of the Company is Mr Andrew Jensen and does not satisfy the definition of independence for
independent director and, in particular, should not be the purposes of Principle and Recommendation 2.3.
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 it have a
A listed entity should have a program for inducting professional development program for existing Directors. The Board does not consider it necessary to have a
new directors and for periodically reviewing whether formal induction program given the current size and scope of operations. However, the Board intends to review
there is a need for existing directors to undertake the requirement for, and benefits of, a formal induction program and professional development program as the
professional development to maintain the skills and Company grows and evolves.
knowledge needed to perform their role as directors All Directors are generally experienced in various facets of professional development. Some of the current
effectively. 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 www.theagency.com Code of Conduct and
A listed entity should articulate and disclose its
Website
values.
Recommendation 3.2 Yes Code of Conduct and The Company has adopted a Code of Conduct that outlines how the Company expects its Directors and
A listed entity should: Website employees of the Company to behave and conduct business in the workplace on a range of issues. The Company
(a) have and disclose a code of conduct for its is committed to the highest level of integrity and ethical standards in all business practices.
directors, senior executives and employees; and The purpose of the Code of Conduct is to provide a framework for decisions and actions in relation to ethical
(b) ensure that the board or a committee of the conduct in employment. It underpins the Company’s commitment to integrity and fair dealing in its business
board is informed of any material breaches of affairs and to a duty of care to all employees, clients and stakeholders.
that code.
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.
Principle / Recommendation Compliance Reference Commentary
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.
www.theagency.com
Recommendation 3.3 Yes Website The Company has adopted a whistle-blower policy.
A listed entity should:
(a) have and disclose a whistle-blower policy; and
(b) ensure that the board or a committee of the
board is informed of any material incidents
reported under that policy.
Recommendation 3.4 No - The Company has not yet adopted this policy and it is currently under review.
A listed entity should:
(a) have and disclose an anti-bribery and corruption
policy; and
(b) ensure that the board or a committee of the
board is informed of any material breaches of
that policy.
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 or other benefits
The board of a listed entity should: Committee Charter could be gained by establishing a separate Audit and Risk Committee. To assist the Board to fulfill its function as
(a) have an audit committee which: No – 4.1(a) and the Audit and Risk Committee, the Board has adopted an Audit and Risk Committee Charter.
1. has at least three members, all of whom are Website The Board has charged the Company Secretary with preparing the annual and half yearly reports. These reports
non-executive directors and a majority of are independently audited. The Company Secretary also prepares the Company’s quarterly financial and
whom are independent directors; and operational reports.
2. is chaired by an independent director, who is
not the chair of the board, All Company reports are reviewed by the Board before they are finalised and are given the opportunity to
question and consider the information contained in the reports.
and disclose:
3. the charter of the committee; The Audit and Risk Committee Charter provides recommendations in relation to the initial appointment of the
4. the relevant qualifications and experience of external auditor and the appointment of a new external auditor should a vacancy arise. Any appointment of a
the members of the committee; and new external auditor made by the Board must be ratified by shareholders at the next annual general meeting of
5. in relation to each reporting period, the the Company.
number of times the committee met Proposed external auditors must be able to demonstrate complete independence from the Company and an
throughout the period and the individual ability to maintain independence through the engagement period. In addition, the successful candidate for
attendances of the members at those external auditor must have arrangements in place for the rotation of the lead audit engagement partner on a
meetings; or regular basis. Other than these mandatory criteria, the Board may select an external auditor based on other
criteria relevant to the Company such as references, cost and any other matters deemed relevant by the Board.
A formal Audit and Risk Committee Charter has been adopted, a copy of which is available on the Company’s
website at www.theagency.com.au .
As the Company’s operations grow and evolve, the Board will reconsider the appropriateness of forming a
separate audit and risk committee.
Principle / Recommendation Compliance Reference Commentary
(b) if it does not have an audit committee, disclose
that fact and the processes it employs that
independently verify and safeguard the integrity
of its corporate reporting, including the
processes for the appointment and removal of
the external auditor and the rotation of the audit
engagement partner.
Recommendation 4.2 Yes Kept at registered The Managing Director and the General Manager Finance, (equivalent in responsibilities to a Chief Financial
The board of a listed entity should, before it approves office Officer) have provided a declaration to the Board in accordance with section 295A of the Corporations Act and
the entity’s financial statements for a financial have assured the Board that such declaration is founded on a sound system of risk management and internal
period, receive from its CEO and CFO a declaration control and that the system is operating effectively in all material respects in relation to financial reporting risks.
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 Disclosed within its The board all review and provide confirmation and authority separately to release with ASX after each of them
A listed entity should disclose its process to verify the Corporate has conducted validation and verification checks either by enquiry with senior executive or by reference to the
integrity of any periodic corporate report it releases Governance Plan Company Secretary.
to the market that is not audited or reviewed by an found on the
external auditor. website
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 and, as such, is
A listed entity should have and disclose a written Disclosure Policy required to comply with the continuous disclosure requirements of Chapter 3 of the ASX Listing Rules and section
policy for complying with its continuous disclosure Website 674 of the Corporations Act.
obligations under the Listing Rule 3.1. As such, the Company has a Continuous Disclosure Policy. The purpose of this Continuous Disclosure Policy is to
ensure the Company complies with continuous disclosure requirements arising from legislation and the Listing
Rules of the ASX. The Policy sets out the procedure for:
• 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
Principle / Recommendation Compliance Reference Commentary
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
Recommendation 5.2 Yes Continuous All material announcements are both reviewed and approved by the Board prior to announcement with copies
A listed entity should ensure that its board receives Disclosure Policy of the announcement promptly provided to directors.
copies of all material market announcements
promptly after they have been made.
Recommendation 5.3 Yes Continuous Process is followed in addition to webinar links and invites lodged with ASX Market Announcements Platform.
A listed entity that gives a new and substantive Disclosure Policy &
investor or analyst presentation should release a
copy of the presentation materials on the ASX
Market Announcements Platform ahead of the
presentation.
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 corporate governance
A listed entity should provide information about itself Communication policies and charters, is available on the Company’s website.
and its governance to investors via its website. Strategy
Recommendation 6.2 Yes Shareholders The Company has a Shareholder Communications Strategy that promotes effective communication with
A listed entity should have an investor relations Communication shareholders and encourages presentation of information to shareholders in a clear, concise and effective
program that facilitates effective two-way Strategy manner. The Board aims to ensure that Shareholders are informed of all major developments affecting the
communication with investors. Company’s state of affairs. 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.theagency.com.au
Recommendation 6.3 Yes Shareholders In accordance with the Company’s Shareholder Communications Strategy, the Company supports shareholder
A listed entity should disclose how it facilitates and Communication participation in general meetings and seeks to provide appropriate mechanisms for such participation, which will
encourages participation at meetings of security Strategy be reviewed regularly to encourage the highest level of shareholder participation.
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.
Principle / Recommendation Compliance Reference Commentary
Recommendation 6.4 Yes Shareholders The Company through its share registry has a portal to facilitate shareholders electing to receive communications
A listed entity should ensure that all substantive Communication by electronic means including all company notices of meetings and shareholder communications.
resolutions at a meeting of security holders are Strategy
decided by a poll rather than by a show of hands.
Recommendation 6.5 Yes Shareholders The Company considers that communicating with shareholders by electronic means is an efficient way to
A listed entity should give security holders the option Communication distribute information in a timely and convenient manner.
to receive communications from, and send Strategy In accordance with the Shareholder Communications Strategy, shareholders can register with the Company’s
communications to, the entity and its security Registrar to receive email notifications of when an announcement is made by the Company to the ASX, including
registry electronically. 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: The role of the Risk Management Committee is undertaken by the full Board. The Board determines the
(a) have a committee or committees to oversee risk, No – 7.1(a) Company’s risk profile and is responsible for overseeing and approving risk management strategy and policies,
each of which: internal compliance and internal control.
1. has at least three members, a majority of
whom are independent directors; and The Company’s Risk Management Policy is available on the Company’s website at www.ausnetrealestate.com.au
2. is chaired by an independent director, which sets out a framework for a system of risk management and internal compliance and control, whereby the
Board delegates day-to-day management of risk to management.
and disclose:
3. the charter of the committee; The Board will delegate to the Managing Director/COO responsibility for implementing the risk management
4. the members of the committee; and system who will submit particular matters to the Board for its approval or review. The Managing Director/COO
5. as at the end of each reporting period, the is required to report to the Board on the management of risk.
number of times the committee met The Board monitors risk through various arrangements including:
throughout the period and the individual
attendances of the members at those • regular Board meetings;
meetings; or • share price monitoring;
(b) if it does not have a risk committee or
• market monitoring; and
committees that satisfy (a) above, disclose that
fact and the processes it employs for overseeing • regular review of financial position and operations.
the entity’s risk management framework. The responsibility for undertaking and assessing risk management and internal control effectiveness is delegated
to management. Management is required to assess risk management and associated internal compliance and
control procedures and regularly report back to the Board.
The Board will regularly review assessments of the effectiveness of risk management and 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 formal report
The board or a committee of the board should: regarding material risks and whether those risks are managed effectively. The Board believes that the Group is
currently effectively communicating its significant and material risks to the Board to justify the implementation
Principle / Recommendation Compliance Reference Commentary
(a) review the entity’s risk management framework of a more formal system of identifying, assessing, monitoring and managing risk in the Company.
at least annually to satisfy itself that it continues
As the Company’s operations grow and evolve, the Board will reconsider the need for a more formal system of
to be sound and that the entity is operating with
identifying, assessing, monitoring and managing risk in the Company.
due regard to the risk appetite set by the board;
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 by the full Board.
A listed entity should disclose: The Company has adopted procedures which are set out in its Risk Management Policy as follows:
(a) if it has an internal audit function, how the No – 7.3(a)
(a) identifying and measuring risks that might impact upon the achievement of the Company’s goals and
function is structured and what role it performs;
objectives, and monitoring the environment for emerging factors and trends that affect these risks;
or
(b) if it does not have an internal audit function, (b) formulating risk management strategies to manage identified risks, and designing and implementing
that fact and the processes it employs for appropriate risk management policies and internal controls; and
evaluating and continually improving the (c) monitoring the performance of, and improving the effectiveness of, risk management systems and internal
effectiveness of its risk management and compliance and controls, including regular assessment of the effectiveness of risk management and internal
internal control processes. 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 operations. It is subject to
A listed entity should disclose whether it has any various economic, environmental and social sustainability risks, which may be materially impact the Company’s
material exposure to economic, environmental and ability to operate and to generate value for shareholders which has been encompassed in a Risk Matrix. These
social sustainability risks and, if it does, how it include:
manages or intends to manage those risks. (a) Cash Reserves – Funding will be in the form of operating cashflows from businesses and equity/debt funding
as when required for acquisitions. Any impact on availability of cashflow will impact operations.
Principle / Recommendation Compliance Reference Commentary
(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 complement 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 established a separate remuneration committee, however it does not comply with the
The board of a listed entity should: recommendations as it only consists of two non-independent directors and it does not have a formal
(a) have a remuneration committee which: No – 8.1(a) remuneration policy in place. Two meetings were held during the year.
1. has at least three members, a majority of Given the present size of the Company, the whole Board carries out the duties that would ordinarily be assigned
whom are independent directors; and to the Remuneration Committee. The Board believes no efficiencies or other benefits could be gained by
2. is chaired by an independent director, establishing a separate Remuneration Committee. To assist the Board to fulfill its function as the Remuneration
and disclose: Committee, the Board has adopted a Remuneration Committee Charter. The Remuneration Committee Charter
3. the charter of the committee; is available on the Company’s website at www.theagency.com.au
4. the members of the committee; and Remuneration of Directors and Key Management Personnel is determined with regard to the performance of the
5. as at the end of each reporting period, the Company, the performance and skills and experience of the particular person and prevailing remuneration
number of times the committee met expectations in the market. The Board will devote times on an annual basis to discuss the level and composition
throughout the period and the individual of remuneration for the Directors and Key Management Personnel and will ensure such remuneration is
attendances of the members at those appropriate and not excessive. Details of remuneration of Directors and Key Management Personnel are
meetings; or disclosed in the Remuneration Report in the Annual Report. The full Board determines all compensation
arrangements for Directors. It is also responsible for setting performance schemes, superannuation entitlements,
retirement and termination entitlements and professional indemnity and liability insurance cover.
Principle / Recommendation Compliance Reference Commentary
(b) if it does not have a remuneration committee, Non-executive Directors’ fees are paid within an aggregate limit which is approved by the shareholders from time
disclose that fact and the processes it employs to time. There are no termination or retirement benefits for non-executive Directors (other than for
for setting the level and composition of superannuation). Non-executive Directors may be offered options as part of their remuneration, subject to
remuneration for directors and senior executives shareholder approval.
and ensuring that such remuneration is
Executives are prohibited from entering into transactions or arrangements which limit the economic risk of
appropriate and not excessive.
participating in unvested entitlements.
Recommendation 8.2 Yes The Company’s policies and procedures regarding the remuneration of Executive and Non-Executive Directors
A listed entity should separately disclose its policies and other Key Management Personnel is contained with the Remuneration Report which is within the Company’s
and practices regarding the remuneration of non- Annual Report for each financial year.
executive directors and the remuneration of
executive directors and other senior executives.
Recommendation 8.3 No There is a current employee share plan in place but not yet utilised by staff.
A listed entity which has an equity-based The Company’s Security Trading Policy includes a statement on the Company’s policy on prohibiting participants
remuneration scheme should: in any future Company’s Performance Rights Plan entering into transactions (whether through the use of
(a) have a policy on whether participants are derivatives or otherwise) which limit the economic risk of participating in the Performance Rights Plan.
permitted to enter into transactions (whether
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.