Corporate Governance Plan
SCHEDULE 2: Corporate Code of Conduct
SCHEDULE 3: Risk and Audit Committee Charter
SCHEDULE 4: Remuneration and Nomination Committee Charter
SCHEDULE 5: Continuous Disclosure Policy
SCHEDULE 6: Risk Management Policy
SCHEDULE 7: Securities Trading Policy
SCHEDULE 8: Diversity Policy
SCHEDULE 9: Shareholder Communication Policy
Schedule 1: Board Charter
Role of the Board
- This Board Charter details the principles for the operation of the board of directors of the Company (Board) and describes the functions of the Board.
- The Board is accountable to shareholders for the performance of the Company. The Board must at all times act honestly, conscientiously and fairly in all respects in accordance with the law applicable to the Company and must act in the best interests of the Company’s shareholders and other stakeholders.
- The Board’s role includes guiding the Company’s strategic direction, driving its performance and overseeing the activities of management and the operation of the Company.
- This Board Charter and the charters adopted by the Board for the committees established by the Board have been adopted on the basis that good corporate governance adds to the performance of the Company and creates shareholder value and engenders the confidence of the investment market.
Responsibilities of the Board
- The Board is responsible for managing the affairs of the Company, including to:
Strategic and financial performance
- provide leadership and develop and approve the Company’s corporate strategy, investment and performance objectives;
- evaluate, approve and monitor the Company’s strategic, investment and financial plans and objectives;
- evaluate, approve and monitor the annual budgets and business plans;
- determine the Company’s dividend policy (if any), dividend re-investment plan (if any) and the amount and timing of all dividends;
- evaluate, approve and monitor major capital expenditure, capital management and all major acquisitions, divestitures and other corporate transactions, including the issue of securities of the Company;
- approve all accounting policies, financial reports and material reporting and external communications by the Company;
- assess the solvency and performance of the Company;
- appoint the Chair of the Board and, where appropriate, any deputy chairperson or senior independent director, in accordance with to the Company’s articles of association, as amended from time to time (Articles) and applicable law;
- appoint, monitor and manage the performance of the Company’s executive directors;
- manage succession planning for the Company’s executive directors and any other key management positions as identified from time to time, including reviewing any succession plans recommended by the Remuneration and Nomination Committee (if any);
- appoint and, where appropriate, remove any Chief Executive Officer, in accordance with the Articles;
- ratify the appointment and, where appropriate, the removal of senior management of the Company and any subsidiaries;
- with the advice and assistance of the Remuneration and Nomination Committee (if any), review and approve the performance of individual Board members and senior executives as well as any policies concerned with the remuneration of any employee;
- with the advice and assistance of the Remuneration and Nomination Committee (if any), review and approve, subject to other corporate approvals as required in accordance with applicable law, the remuneration of individual Board members and senior executives, having regard to their performance;
- ensure appropriate resources are available to senior executives;
- advise senior management of its obligation to provide to the Board all information required by it to discharge its responsibilities, including any information specifically requested by the Board;
- oversee senior management’s implementation of the Company’s strategic objectives;
Audit and risk management
- with the recommendation of the Risk and Audit Committee (if any), appoint the external auditor and determine its remuneration and terms of appointment, subject to the Articles and other corporate approvals as required in accordance with applicable law;
- ensure effective audit, risk management and regulatory compliance programs are in place to protect the Company’s assets and shareholder value;
- evaluate, establish, approve and monitor the risk appetite within which the Board expects management of the Company to operate;
- approve and monitor the Company’s risk and audit framework, including (but not limited to) systems of risk management and internal compliance and control;
- approve and, with the assistance and advice of the Risk and Audit Committee (if any), monitor compliance with the Company’s Risk Management Policy (if any);
- monitor the Company’s operations in relation to, and in compliance with, relevant regulatory and legal requirements;
- approve and oversee the integrity of the accounting, financial and other corporate reporting systems and monitor the operation of these systems;
- engage in strategic planning including establish goals for management of the Company and monitor the achievement of those goals;
- ensure strategic planning is based on the identification of opportunities and the full range of business risks that will determine which of those opportunities are most worth pursuing;
- on an ongoing basis, review how the strategic environment is changing, what key business risks and opportunities are appearing, how they are being managed and what, if any, modifications in strategic direction should be adopted;
Corporate governance and disclosure
- oversee the affairs of the Company, including its control and accountability systems;
- evaluate the overall effectiveness of the Board, its committees and its corporate governance practices;
- at least once each year review the performance and effectiveness of the Company’s corporate governance policies and procedures and, if appropriate, amending those policies and procedures or adopting new policies or procedures;
- review and approve all disclosures related to any departures from the Corporate Governance Principles and Recommendations of the ASX Corporate Governance Council;
- review and approve the public disclosure of any Company policy or procedure;
- supervise the public disclosure of all matters that the law and the ASX Listing Rules require to be publicly disclosed in a manner consistent with the Continuous Disclosure Policy;
- develop and review an appropriate communications policy to promote effective communication with shareholders and participation at general meetings;
- approve, subject to other corporate approvals as required in accordance with applicable law, the appointment of directors to committees established by the Board and oversee the conduct of each committee;
- approve and monitor delegations of authority, subject to applicable law;
- with the assistance of the Remuneration and Nomination Committee (if any), identify any specific responsibilities of individual Board members, including the Chairperson;
- prepare the Company’s annual corporate governance disclosure statements as required under the ASX Listing Rules;
- at least once per year, with the advice and assistance of the Remuneration and Nomination Committee (if any), review and evaluate the performance of the Board, each board committee, and each individual director against the relevant charters, corporate governance policies, and agreed goals and objectives;
- following each review and evaluation, consider how to improve performance;
- agree and set the goals and objectives for the Board and its committees each year, and if necessary, amending the relevant charters, committees, policies or goals and objectives;
- with the advice and assistance of the Remuneration and Nomination Committee (if any), review and approve, subject to other corporate approvals as required in accordance with applicable law, the remuneration of the Company’s executive and non-executive directors;
Code of Conduct and Ethics
- adopt and apply appropriate ethical standards in relation to the management of the Company and the conduct of its business; and
- monitor compliance with the Company’s Code of Conduct and Ethics.
Structure of the Board
- The Board shall comprise of such number of members as shall be determined in the Articles from time to time and it is intended that the Board should, to the extent practicable given the size and composition of the Board from time to time, be comprised of a majority of independent directors. The Board aims to comprise directors with a broad range of skills, expertise, and experience from a diverse range of backgrounds that is appropriate to the Company and its strategy.
- Where this Charter or the charter of a board committee requires one or more ‘independent’ directors, the following criteria are to be applied.
- An ‘independent’ director is an “External Director” according to the Israeli Companies Law as well as a non-executive director who:
- is not a substantial shareholder (as defined in the Corporations Act 2001 (Cth)) of the Company or an officer of, or otherwise associated with, a substantial shareholder of the Company;
- within the last three years, has not been employed in an executive capacity by the Company or any of its subsidiaries, or been a director after ceasing to hold any such employment;
- within the last three years has not been a partner, director or senior employee of a provider of material professional services to the Company or any of its subsidiaries;
- within the last three years has not been in a material business relationship (eg. a material supplier or customer) with the Company or any of its subsidiaries, or an officer of, or otherwise associated with, someone with such a relationship;
- has no material contractual relationship with the Company or any of its subsidiaries other than as a director of the Company;
- do not have close family ties with any person who falls within any of the categories described above;
- has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the director’s capacity to bring an independence judgement to bear on issues before the Board and the director’s ability to act in the best interests of the Company and its shareholders generally; and
- is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s capacity to bring an independence judgement to bear on issues before the Board and the director’s ability to act in the best interests of the Company and its shareholders generally.
- Family ties and cross-directorships may be relevant in considering interests and relationships which may compromise independence and should be disclosed by directors to the Board.
- The Board should regularly assess whether each non-executive director is independent. Each non-executive director should provide to the Board all information that may be relevant to this assessment. If a director’s independent status changes, this should be disclosed and explained to the market in a timely manner.
- Each director of the Company is bound by the Company’s charters and policies, including any of the following policies adopted by the Board:
- Securities Trading Policy;
- Continuous Disclosure Policy;
- Risk and Audit Committee Charter;
- Remuneration and Nomination Committee Charter;
- Diversity Policy;
- Risk Management Policy;
- Code of Conduct and Ethics; and
- Shareholder Communications Policy.
- The Board may adopt additional policies as required based on the Company’s size and operations from time to time.
- The directors of the Company must:
- conduct their duties at the highest level of honesty and integrity;
- observe the rule and the spirit of the laws to which the Company is bound and comply with any relevant ethical and technical standards;
- maintain the confidentiality of all information acquired in the course of conducting their role and not make improper use of, or disclose to third parties, any confidential information unless that disclosure has been authorised by the Board or is required by law or by the ASX Listing Rules;
- observe the principles of independence, accuracy and integrity in dealings with the Board, board committees, internal and external auditors, senior management and employees within the Company;
- act in accordance with this Board Charter and disclose to the Board any actual or perceived conflicts of interest, whether of a direct or indirect nature, of which the director becomes aware and which the director reasonably believes is material, in that it may or may be perceived to influence his vote or compromise the reputation or performance of the Company; and
- set a standard of honesty, fairness, integrity, diligence and competency in respect of the position of director.
Role of the Chairperson
- The Company recognises that it is important that the Chairperson has a defined role in the organisation and operates in accordance with clear functional lines.
- The role of Chairperson requires a significant time commitment. The Chairperson’s other positions should not be such that they are likely to hinder effective performance in the role.
Specific Duties of the Chairperson
- The Chairperson will:
- where practicable, be an independent non-executive director and where the Chairperson is not an independent director, the Company will appoint a lead independent director if it is practicable to do so. The lead independent director will take over the role of the Chairperson when the Chairperson is unable to act in that capacity as a result of his or her lack of independence;
- chair board meetings;
- establish the agenda for Board meetings, in consultation with the directors and the Company Secretary; and
- chair meetings of shareholders, including the Annual General Meeting of the Company.
- The roles of Chairperson and Chief Executive Officer (if any) will be exercised by two separate individuals.
- The Chairperson will be selected on the basis of relevant experience, skill, judgement and leadership abilities to contribute to the effective direction of the Company.
- The Chairperson is responsible for:
- leadership of the Board and for the efficient organisation and conduct of the Board’s functions;
- promoting a constructive governance culture and applying appropriate governance principles among directors and with management; and
- facilitating the effective contribution of all directors and promoting constructive and respectful relations between directors and between Board and management.
Specific Duties of the Chief Executive Officer or Managing Director
- The Board will delegate to the Chief Executive Officer or Managing Director the authority and power to manage the Company and its business within levels of authority specified by the Board from time to time. The Chief Executive Officer may delegate aspects of his or her authority and power to other senior executives but remains accountable to the Board for the day to day management of the Company. The Chief Executive Officer’s or Managing Director’s role includes:
- responsibility for the effective leadership of the management team;
- the development of strategic objectives for the business; and
- the day to day management of the Company.
Confidential Information and External Communication
- The Board has established the following principles to apply in respect of information of the Company:
- generally, the Chairperson will speak for the Company. Individual Board members are expected not to communicate on behalf of the Board or the Company without prior consultation with the Chairperson;
- any disclosure of information to a shareholder which is not disclosed to the market must be approved under the Continuous Disclosure Policy and must comply with the ASX Listing Rules; and
- all directors are required to keep all information provided to them in their capacity as a director confidential, unless it is required by law or by the ASX Listing Rules.
Conflicts of Interest
- The directors of the Company are required to act in a manner which is consistent with the best interests of the Company as a whole, free of any actual or possible conflicts of interest.
- If a director considers that they might be in a position where there is a reasonable possibility of conflict between their personal or business interests, the interests of any associated person, or their duties to any other company, on the one hand, and the interests of the Company or their duties to the Company, on the other hand, the director must:
- fully and frankly inform the Board about the circumstances giving rise to the possible or actual conflict;
- if requested by the Board, within seven days or such further period as may be permitted by the Board, take such steps necessary and reasonable to remove any conflict of interest; and
- abstain from voting on any motion relating to the matter and absent themself from all board deliberations relating to the matter, including receipt of Board papers bearing on the matter.
- If a director believes that they may have a conflict of interest or duty in relation to a particular matter, the director should immediately consult with the Chairperson (or, in the case of the Chairperson, the Chairperson should immediately consult with the other non-executive directors).
Related Party Transactions
- If established, the Board delegates to the Risk and Audit Committee responsibility for reviewing and monitoring, subject to applicable law, related party transactions and investments involving the Company and its directors.
- The Board will meet regularly on such number of occasions each year as the Board deems appropriate.
- A meeting of the Board will usually be convened by the Chairperson.
- All directors are expected to diligently prepare for, attend and participate in all Board meetings. At a minimum, a quorum of directors under the Company’s articles of association is a majority of the directors then in office. Meetings of the Board may be held or participated in by conference call or similar means. Resolutions of the Board may be passed by circular resolution or in writing in accordance with the Company’s articles of association.
- The Chairperson should ensure the availability and, if necessary, the attendance at the relevant meeting, of any member of the Company’s executive management responsible for a matter included as an agenda item at the relevant meeting.
- An agenda will be prepared for each Board and Board committee meeting. The agenda will be prepared by the Company Secretary.
- The following items will be standing items on the agenda unless otherwise determined by the Chairperson:
- approval of minutes of previous Board meeting;
- matters arising from minutes of previous Board meeting (Note: directors are expected to review the minutes carefully and raise any concerns, requested amendments or seek clarification in the following Board meeting);
- consideration of any continuous disclosure matters;
- directors’ declarations; and
- items requiring Board approval.
- Once the Board is of a sufficient size and structure, and the Company’s operations are of a sufficient size, to assist the Board in fulfilling its duties, the Board may establish the following committees, subject to applicable law:
- the Risk and Audit Committee, which is responsible for monitoring and advising the Board on the Company’s audit, risk management and regulatory compliance policies and procedures; and
- the Remuneration and Nomination Committee, which is responsible for establishing the policies and practices of the Company regarding the remuneration of directors and other senior executives and reviewing all components of the remuneration framework, advising the Board on the composition of the Board and its committees, reviewing the performance of the Board, its committees and the individual directors, ensuring the proper succession plans are in place and advising the Board in respect of the effectiveness of its corporate governance policies and developments in corporate governance.
- Although the Board may delegate powers and responsibilities to these committees, subject to applicable law, the Board retains ultimate accountability for discharging its duties.
- The composition of the membership, including the Chairperson, of each of these committees will be as determined by the Board from time to time, subject to the following restrictions:
- the Risk and Audit Committee must comprise at least three members, including all External Directors, and the majority of whom will be independent; and
- the Remuneration and Nomination Committee must comprise at least three members, including all external directors, and the majority of whom will be independent directors.
- The Board will consider and approve the charters of the various committees. These Charters will identify the areas in which the Board will be assisted by each committee. Each committee will report regularly to the Board in accordance with their respective charters.
- The Board may establish other committees as and when required.
- The Company Secretary is directly accountable to the Board through the Chairperson, unless delegated by the Board to another appropriate person. The company secretary’s role is to:
- advise the Board and its committees on governance matters;
- coordinate all Board business including:
- prepare agendas;
- coordinate the timely completion and despatch of Board and committee papers;
- ensure the business at Board and committee meetings is accurately captured in the minutes;
- lodge communications and filings with the ASX;
- monitor compliance with Board and committee policy and procedures; and
- help to organise and facilitate the induction and professional development of directors.
- The Board will appoint at least one company secretary. Appointment and removal of a company secretary will be subject to Board approval.
- All directors will have direct access to the company secretary.
- A director of the Company is entitled to seek independent professional advice (including, but not limited to, legal, accounting and financial advice) at the Company’s reasonable expense on any matter connected with the discharge of his or her responsibilities, so long as he or she is acting reasonably in the interests of the Company and in the discharge of his or her duties as a director, in accordance with the procedures and subject to the conditions below:
- a director must seek the prior approval of the Chairperson;
- in seeking the prior approval of the Chairperson, the director must provide the Chairperson with details of the nature of the independent professional advice, the likely cost of the advice and details of the adviser he or she proposes to instruct;
- the Chairperson may set a reasonable limit on the amount that the Company will contribute towards the cost of obtaining the advice;
- all documentation containing or seeking independent professional advice must clearly state that the advice is sought both in relation to the Company and to the director in their professional capacity. However, the right to advice does not extend to advice concerning matters of a personal or private nature, including for example, matters relating to the director’s contract of employment with the Company (in the case of an executive director) or any dispute between the director and the Company; and
- the Chairperson may determine that any advice received by an individual director will be circulated to the remainder of the Board.
- All directors are entitled to the benefit of the Company’s standard Deed of Access, Indemnity and Insurance which provides ongoing access to Board Papers and, at the Company’s expense, Directors and Officers insurance.
- The level of director remuneration will be approved by the Board and by shareholders as the Company’s articles of association and applicable law may require.
- The Board will review and prepare annually:
- a self-evaluation of its performance against this Charter;
- recommended goals and objectives for the coming year; and
- recommended changes or improvements to this Charter if necessary.
Revisions of this Charter
- This Board Charter and any amendments to it must be approved [by each director of the Company].
- Each director is responsible for review of the effectiveness of this Charter and the operations of the Board and to make recommendations to the Board of any amendments to this Board Charter.
Schedule 2: Corporate Code of Conduct
- This Code of Conduct has been established by the board of directors (Board) of the Company and applies to all Personnel of the Company. The Company is committed to complying with all applicable laws and regulations and to delivering strong returns and shareholder value while also promoting shareholder and general market confidence in the Company. The Company is also committed to acting ethically and responsibly in its dealings with third parties. The Code of Conduct is designed to establish the practices which are necessary to maintain confidence in the Company’s integrity.
- In this Code of Conduct, Personnel means a director (executive or non-executive), officer, employee, authorised representative, contractor or consultant of the Company or any subsidiary of the Company, if any.
- The objectives of this Code of Conduct are to ensure that:
- high standards of corporate and individual behaviour are observed by all Personnel;
- Personnel are aware of their responsibilities to the Company; and
- all persons dealing with the Company, whether it be Personnel, shareholders, suppliers or competitors, can be guided by the stated values and practices of the Company.
- The Company is committed to complying with this Code of Conduct and requires all Personnel to comply with it. Personnel must comply with both the spirit as well as the letter of all laws and regulations which apply to the Company and the principles of this Code of Conduct. Further, Personnel should always use due care and diligence when fulfilling their role or representing the Company and should not engage in any conduct likely to bring discredit upon the Company.
Conflicts of Interest
- A conflict of interest occurs when a Personnel’s interests interfere, or appear to interfere, with the Company’s interests. The Company expects Personnel to act honestly, with high standards of personal integrity and in good faith at all times and, in a manner which is in the best interests of the Company as a whole and that would not negatively affect the Company’s reputation.
- Personnel will conduct their personal activities in a manner that is lawful and avoids possible, actual or perceived conflicts of interest between the Personnel’s personal interests and those of the Company. Personnel (other than directors) must promptly disclosed to HR Manager any actual or potential conflict of interest of which they become aware. Directors (executive and non-executive) must promptly disclose to the Board any actual or potential conflict of interest of which they become aware.
- Personnel will not:
- take advantage of the property or information of the Company or its customers, their position or opportunities arising from these, for personal gain or to cause detriment to the Company or its customers;
- use the Company’s assets and property (including the Company’s name) or information for any purposes other than lawful purposes authorised by the Board;
- enter into any arrangement or participate in any activity that would conflict with the Company’s best interests or that would be likely to negatively affect the Company’s reputation;
- disclose any of the Company’s information, except where disclosure is permitted or required by the Company’s articles of association, law or the ASX Listing Rules; or
- offer or accept bribes, inducements, commissions or misuse Company assets and resources.
Trading in Securities
- Personnel will ensure that all trading in securities, including trading in securities of the Company, is in accordance with the Company’s Securities Trading Policy. The purpose of the Securities Trading Policy is to ensure compliance with the law and to minimise the scope for misunderstandings or suspicions regarding Personnel trading in securities while in possession of non-public price sensitive information.
- Personnel will maintain and protect the confidentiality of the Company’s information, except where disclosure is allowed by the Board or is required by law.
- Personnel will not make improper use of any information acquired by virtue of being a Personnel of the Company, including the use of that information for personal gain or the gain of another party or in breach of a person’s privacy.
Responsibilities to key stakeholders
- Personnel will always deal with shareholders, customers, suppliers, competitors and other Personnel in a manner that is lawful, diligent and fair and with honesty, integrity and respect.
Compliance with applicable laws, regulations and rules
- Personnel will always act in a manner that is compliant with all laws and regulations that apply to the Company and its operations.
- Personnel will act in compliance with this Code of Conduct and the Company’s other policies.
- Personnel will not knowingly participate in any illegal or unethical activity.
- Personnel shall report any actual or potential breaches of law, this Code of Conduct or the Company’s other policies to the Company’s Audit and Risk Committee. If ever in doubt, Personnel should seek advice immediately.
- The Company aims to provide a work environment in which all Personnel can excel regardless of race, religion, age, disability, gender, sexual preference or marital status. The Company will from time to time maintain various policies relating to the workplace, including the Company’s Diversity Policy. Personnel should familiarise themselves with these policies and ensure that they comply with them.
- The Company requires all Personnel who become aware of an actual or suspected violation of this Code of Conduct to report to HR Manager (Reporting Person). The Company will ensure that Personnel are not disadvantaged in any way for reporting violations of the Code of Conduct or other unlawful or unethical conduct and that matters are dealt with promptly and fairly.
- Upon receipt and investigation of a notification of an actual or suspected violation of this Code of Conduct, the Reporting Person shall escalate the complaint for further investigation or action to the Chief Executive Officer or the Chairperson as appropriate depending on the nature and circumstances of the reported violation.
- The Board is responsible for monitoring compliance with this Code of Conduct. Any queries in relation to this Code of Conduct should be referred to HR Manager.
- Failure by Personnel to comply with this Code of Conduct may result in disciplinary action, including in serious cases, the termination of engagement.
- This Code of Conduct is subject to [annual/periodic] review by the Board.
Schedule 3: Risk and Audit Committee Charter
- The Risk and Audit Committee (Committee) has been established by the board of directors (Board) of the Company pursuant to article 47 of the Company’s articles of association. The Committee’s primary objective is, in addition to its functions mandated by the Israeli Companies Law, 1999 (Companies Law), to facilitate the proper execution of the responsibilities of the Board relating to accounting and reporting practices of the Company.
- The purpose of the Committee is to:
- oversee, review and supervise the Company’s risk management framework and promote a risk management culture;
- assist the Board in discharging its responsibilities relative to the financial reporting process, the system of internal control relating to all matters affecting the Company’s financial performance and the audit process;
- recommend to the shareholders of the Company to appoint and approve the compensation of the independent registered public accounting firm (external auditor) engaged to audit the Company’s financial statements;
- oversee and monitor (i) the integrity of the Company’s financial statements, (ii) the independent registered public accounting firm’s qualifications, independence and performance, and (iii) the Company’s internal accounting and financial controls;
- assist the Board in monitoring compliance with laws and regulations, especially as they relate to financial statements or accounting matters, and the Company’s Code of Conduct and Ethics;
- provide to the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters that require the attention of the Board;
- monitor deficiencies in the management of the Company, inter alia, in consultation with the internal auditor, and advise the Board on how to correct the deficiencies;
- decide whether to approve engagements or transactions that require Committee approval under the Companies Law, the Corporations Act 2001 (Cth) (Corporations Act) (if applicable), and the ASX Listing Rules, relating generally to certain related party transactions;
- meet and receive reports from both the internal auditors and independent registered public accounting firm dealing with matters that arise in connection with their audits;
- assist the Board to adopt and apply appropriate ethical standards in relation to the management of the Company and the conduct of its business; and
- review the adequacy of the Company’s insurance policies.
- The Committee has authority to:
- conduct or authorise investigations into any matters within its purpose and have direct access to the independent registered public accounting firm as well as anyone in the organization;
- seek external advice or assistance, at the expense of the Company, including the appointment of consultants and independent external advice; and
- seek information and communicate directly with the Company’s senior management, advisers, internal auditor (if appointed) and external auditor at any time.
- The Committee will make recommendations to the Board on all matters requiring a decision from the Board. The Committee does not have the power or authority to make a decision in the Board’s name or on its behalf.
- Members of the Committee shall comprise directors appointed by the Board, as further detailed in Section 6 below.
- The number of members of the Committee shall be a minimum of three directors, all of whom shall meet the following criteria (as well as any other criteria required by the ASX or the Companies Law):
- Each “external director” appointed under the Companies Law (External Director) shall be a member of the Committee and at least one of such External Directors shall possess “accounting and financial expertise” consistent with the Companies Law (and to the extent required by it);
- A majority of the members of the Committee shall be “unaffiliated directors” (or “independent directors”) as defined in the Companies Law (Unaffiliated Directors);
- No member of the Committee may have participated in the preparation of the financial statements of the Company or any of the Company’s current subsidiaries during the preceding three years; and
- Each member of the Committee must be able to read and understand fundamental financial statements (including a company’s balance sheet, statement of operation and comprehensive income and statement of cash flows).
- All members of the Committee shall be financially literate and the members of the Committee, between them, should have the accounting and financial expertise and a sufficient understanding of the industry in which the Company operates to be able to discharge the Committee’s mandate effectively.
- The Board will nominate the Chair of the Committee from time to time. The Committee Chair will be an External Director who is not Chair of the Board.
- Without limiting the foregoing, the following persons may not serve on the Committee:
- The Chair of the Board;
- Any person who is a holder of control (as defined in the Companies Law) or a relative of such a person; and
- Any person who is any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.
- The Committee will meet, independently of the independent registered public accounting firm (external auditor), as often as the Committee members deem necessary to discharge its role effectively, but not less than twice a year having regard to the Company’s reporting and financial audit cycle.
- The Committee Chair shall convene a meeting of the Committee at any reasonable time or if required to do so by any Committee member or the Board. The internal auditor shall be invited to all Audit Committee meetings. In addition, the internal auditor may request that the Committee Chair convene a meeting to discuss a particular issue, and the Chair shall convene the Committee within a reasonable period of time, if the Chair finds it appropriate to do so.
- A quorum of the Committee will comprise a majority of the members of the Committee, and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee, provided, however, that the majority of those members present shall qualify as Unaffiliated Directors and that at least one of those Unaffiliated Directors present shall be an External Director.
- The Committee, in its discretion, will ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary. The Committee will meet separately with the Chief Executive Officer and separately with the Chief Financial Officer of the Company at such times as are appropriate to review the financial affairs of the Company.
- If the Committee Chair is absent from a meeting and no acting chair has been appointed, the Committee members present may choose one of them to act as chair for that meeting.
- Reasonable notice of meetings and the business to be conducted shall be given to the members of the Committee and any other person invited by the Committee to attend.
- Meetings of the Committee may be held or participated in by conference call or similar means, and decisions may be made by circular or written resolution.
- Each member of the Committee will have one vote. The Committee Chair will not have a casting vote. If there is a tied vote, the motion will be referred to the Board for resolution.
- Following each meeting, the Committee Chair will report to the Board, at the next Board meeting, on any matter that should be brought to the Board’s attention and on any recommendation of the Committee that requires Board approval or action, and provide the Board with sufficient information upon which to make a decision in that regard.
- The Company Secretary shall co-ordinate the timely completion and dispatch of the Committee agenda, minutes and materials for each meeting. The minutes of each Committee meeting will, following preliminary approval by the Committee Chair, be circulated to the Board.
- The responsibilities of the Committee are as follows:
- consider the overall risk management framework and risk profile and annually review its effectiveness in meeting sound corporate governance principles and keep the Board informed of all significant business risks;
- review with management the adequacy of the Company’s systems for identifying, managing, and monitoring the key risks to the Company in accordance with the Company’s Risk Management Policy;
- obtain reports from management on the status of any key risk exposures or incidents;
- review the adequacy of the Company’s process for managing risk and provide a recommendation to the Board regarding the same in accordance with the Company’s Risk Management Policy;
- review any incident involving fraud or other break down of the Company’s internal controls in accordance with the Company’s Risk Management Policy;
- review any incident involving any break down of the Company’s risk management framework in accordance with the Company’s Risk Management Policy;
- review the Company’s insurance program having regard to the Company’s business and the insurable risks associated with its business and inform the Board regarding the same;
- review whether the Company has any material exposure to any economic, environmental and social sustainability risks and if so, develop strategies to manage such risks to present to the Board;
- review the half-yearly and yearly financial statements and consider whether they are complete, consistent with information known to the Committee, reflect appropriate accounting policies and principles and otherwise provide a true and fair view of the financial position and performance of the Company;
- receive and consider in connection with the Company’s half-yearly and yearly financial statements letters of representation to the Board in respect of financial reporting and the adequacy and effectiveness of the Company’s risk management, internal compliance and control systems and the process and evidence adopted to satisfy those conclusions;
- review the financial sections of the Company’s Annual Report and related regulatory filings before release and consider the accuracy and completeness of the information;
- review with management and the external auditors the results of the audit;
- receive from the Company Chief Executive Officer and Chief Financial Officer a declaration that, in their opinion, the financial records of the Company have been properly maintained and that the financial statements comply with accounting standards and give a true and fair view of the financial position and performance of the Company and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively before the Board approves the half-yearly and yearly financial statements;
- review, in conjunction with counsel, any legal matters that could have a significant impact on the Company’s financial statements;
- monitoring of corporate risk assessment and the internal controls instituted in accordance with the Company’s Risk Management Policy;
- review the effectiveness of the Company’s internal controls regarding all matters affecting the Company’s financial performance and financial reporting, including information technology security and control;
- review the scope of internal (if one is appointed) and external auditors’ review of internal control, review reports on significant findings and recommendations, together with management’s responses, and recommend changes from time to time as appropriate;
- review with management and the internal auditor (if one is appointed) the plans and activities of the internal auditor;
- meet with the internal auditor (if one is appointed) to review reports and monitor management response;
- review the scope and adequacy of the internal audit work plan (if any);
- meet separately, at least once a year, to discuss any matters that the Committee or internal auditor (if one is appointed) believes should be discussed privately;
- review the objectivity and performance of the internal audit activity (if any);
- review the independence of the internal auditors (if any) and their auditing practices;
- ensure there are no unjustified restrictions or limitations placed on the internal audit function, and review and concur in the appointment, replacement or dismissal of the internal auditor (if one is appointed);
- establish procedures for the selection, appointment and removal of the external auditor and for the rotation of external audit engagement partners;
- review the external auditors’ proposed audit scope and approach;
- meet with the external auditor to review reports, and meet separately from management, at least once a year, to discuss in that regard any matters that the Committee or auditors believe should be discussed privately;
- establish policies as appropriate in regards to the independence, integrity and performance of the external auditor;
- review of the independence of the external auditors and the appropriateness of any services provided by them to the Company (if any), outside their statutory role;
- for the purpose of removing or appointing external auditors review their performance, including their proposed fees, and if appropriate conduct a tender of the audit. Any subsequent recommendation following the tender for the appointment of an external auditor will be put to the Board and then if a change is approved it will be put forward to shareholders for their approval;
- review any proposal for the external auditor to provide non-audit services and consider whether it might compromise the independence of the external auditor;
- consider the workplan for Company compliance activities;
- obtain regular updates from management regarding compliance matters;
- review the effectiveness of the system for monitoring compliance with laws and regulations and the results of management’s investigation and follow-up (including disciplinary action) of any instances of non-compliance;
- review and assess the management process supporting external reporting;
- review the findings of any examinations by regulatory agencies and authorities;
- review the process for communicating the Code of Conduct and Ethics to Company personnel, and for monitoring compliance with that Code;
- regularly report to the Board about Committee activities, issues, and related recommendations. Such report should include the results of the Committee’s:
- assessment of whether external reporting is consistent with Committee members’ information and knowledge and is adequate for the needs of the Company’s shareholders;
- assessment of the management processes which supports external reporting;
- assessment of the Company’s corporate reporting processes;
- assessment of the appropriateness of the accounting choices made by management in preparing the Company’s financial statements;
- procedures for the selection and appointment of the Company’s external auditor and for the rotation of external audit engagement partners;
- recommendations for the appointment or, if necessary, the removal of the external auditor;
- assessment of the performance and independence of the Company’s external auditor. Where the external auditor provides non-audit services, the report should also state whether the Committee is satisfied that provision of those services has not compromised the auditor’s independence;
- assessment of the performance and objectivity of the Company’s internal audit function;
- review of the Company’s risk management and internal control systems; and
- recommendations for the appointment, or if necessary, the dismissal of the head of internal audit;
- provide an open avenue of communication between internal audit, the external auditors and the Board. For the purpose of supporting the independence of their function, the external auditor and the internal auditor (if one is appointed) will have a direct line of reporting access to the Committee;
- review any other reports the Company issues that relate to Committee responsibilities;
Related party transactions
- review, monitor and approve related party transactions and investments involving the Company and its directors and/or officers, to the extent required under the Companies Law and other rules;
- review and approve all transactions in which the Company is a participant and in which any parties related to the Company (including its executive officers, Directors, beneficial owners of more than 5% (substantial holding) of the Company’s shares, immediate family members of the foregoing persons and any other persons whom the Board determines may be considered related parties of the Company) has or will have a direct or indirect material interest;
- the Committee should only approve those related party transactions that are determined to be in, or are not inconsistent with, the best interests of the Company and its shareholders, after taking into account all available facts and circumstances as the Committee or the Chair of the Company determines in good faith to be necessary. Transactions with related parties or shareholders who have voting power in at least 10% of the Company may also be subject to shareholder approval to the extent required by the ASX Listing Rules;
- review the adequacy of external reporting by the Company to meet the needs of shareholders;
- review the adequacy of the Company’s and its subsidiaries insurance policies;
- perform other activities related to this Charter as requested by the Board including where requested by the Board, evaluate, approve and monitor major capital expenditure, capital management and all major acquisitions, divestitures and other corporate transactions, including the issue of securities of the Company;
- institute and oversee special investigations as needed;
- confirm annually that all responsibilities outlined in this Charter have been carried out;
- evaluate the Committee’s and individual members’ performance on a regular basis;
- establish and maintaining free and open means of communication between the Committee, the Company’s internal auditor, the Company’s internal audit/financial control department and management with respect to auditing and financial control matters, including providing such parties with appropriate opportunities to meet privately with the Committee; and
- perform such additional activities and consider such other matters within the scope of its responsibilities or duties according to applicable law and/or as the Committee and/or the Board deems necessary or appropriate.
Review of Committee and Committee Charter
- The Committee will review annually its activities and the manner in which it has carried out its responsibilities, and report to the Board on the outcome of the review.
The Committee will review annually the terms of the Charter. The Committee may recommend to the Board any changes to this Charter. Any amendments to this Charter must be approved by the Board.
- Members of the Committee may receive compensation for their service as Committee members, subject to the provisions of the Companies Law and the ASX Listing Rules.
- Members of the Committee may not receive any compensation from the Company except the fees that they receive for service as members of the Board or any committee thereof.
Delegation of Authority
- Subject to the provisions of the Companies Law, the Committee may delegate to one or more designated members of the Committee the authority to pre-approve audit and permissible non-audit services, provided such pre-approval decision is presented to the full Committee at its scheduled meetings.
Schedule 4: Remuneration and Nomination Committee Charter
- The Remuneration and Nomination Committee (Committee) is a committee established by the board of directors (Board) of the Company. The objectives of the Committee are to:
- review and advise the Board on the composition of the Board and its committees;
- review the performance of the Board, the Chairperson, the executive and non-executive directors and other individual members of the Board;
- ensure proper succession plans are in place for consideration by the Board;
- assist the Board with the establishment of remuneration policies and practices for the Company’s Chief Executive Officer, senior managers and staff, as well as to ensure director compensation is fair and current;
- evaluate the competencies required of prospective directors (both non-executive and executive) identify those prospective directors and establish their degree of independence; and
- make recommendations to the Board and shareholders accordingly.
- The Committee has authority to conduct or authorise investigations into any matters within its scope of responsibility, to undertake the specific duties and responsibilities listed below and such other specific duties as the Board from time to time prescribes, subject to the limitations of Section 112 of the Israeli Companies Law, 1999 (Companies Law). It is authorised to:
- retain outside counsel, accountants or other experts, at the expense of the Company, to advise the Committee or assist in the conduct of any matter;
- seek any information it requires from employees (all of whom are directed to cooperate with the Committee’s requests) or external parties; and
- meet with Company officers, employees, external auditor, internal auditor (if any) or outside counsel, as necessary and without management present.
- The Committee will make recommendations to the Board on all matters requiring a decision from the Board. The Committee does not have the power or authority to make a decision in the Board’s name or on its behalf.
- The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other adviser retained by the Committee. The Committee shall have sole authority to approve the payment of reasonable compensation to a compensation consultant, legal counsel or other adviser retained by the Committee, and other retention terms.
- The Committee may form and delegate authority to subcommittees when appropriate and subject to the Companies Law.
- Members of the Committee shall comprise members of the Board appointed by the Board.
- The number of members of the Committee shall be a minimum of three directors, all of the external directors as defined under the Companies Law shall be members and other members shall be appointed in compliance with Section 244 of the Companies Law. The Board will annually appoint the members of the Committee and nominate the Chair of the Committee, as soon as practical after the Company’s annual meeting of shareholders. The Committee Chair will be an independent director who is not Chair of the Board.
- Meetings shall be held as required but not less than twice per year having regard to the occurrence of Board vacancies and when director and executive remuneration is due for review. Any member of the Committee may request a meeting at any time if they consider it necessary and the Committee may establish its own schedule, which it will provide to the Board in advance. At least once a year the Committee will consider equity compensation plans, performance goals and incentive awards, and the overall coverage and composition of the compensation package to the Company’s executive officers.
- A quorum of the Committee will comprise of a majority of the Committee members. However, all members of the Committee are expected to attend and participate in Committee meetings.
- A member of the Committee must not be present for discussions at a Committee meeting on, or vote on a matter regarding, his or her remuneration, election, re-election, or removal.
- If the Committee Chair is absent from a meeting and no acting chair has been appointed, the Committee members present may choose one of them to act as chair for that meeting. A separate chair will be appointed if and when the Committee is dealing with the appointment of a successor to the Committee Chair.
- Non-Committee members may be invited by the Committee Chair to attend meetings of the Committee.
- Reasonable notice of meetings and the business to be conducted shall be given to the members of the Committee and any other person invited by the Committee to attend.
- Meetings of the Committee may be held or participated in by conference call or similar means, and decisions may be made by circular or written resolution.
- Each member of the Committee will have one vote. The action of a majority of those present at a meeting, at which a quorum is present, shall be the act of the Committee.
- The Committee Chair will not have a casting vote. If there is a tied vote, the motion will lapse.
- Following each meeting, the Committee Chair will report to the Board on any matter that should be brought to the Board’s attention and on any recommendation of the Committee that requires Board approval or action, and provide the Board with sufficient information upon which to make a decision in that regard.
- Minutes of meetings of the Committee will be prepared for approval by the Committee and be circulated to the members of the Board.
- The Company Secretary will provide such assistance as may be required by the Chairperson in relation to preparation of the agenda, minutes or papers for the Committee.
- The responsibilities of the Committee are to:
- set and review separately, the policies and practices of the Company regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior management. The Committee may take into account the performance review of senior managers when setting and/or reviewing their remuneration;
- review all components of the remuneration framework of the Chief Executive Officer and such other senior managers as the Board may from time to time determine. The components may include base salary, reimbursable expenses, bonuses, entitlements under employee incentive plans, any equity based remuneration, and all other entitlements and benefits arising from their employment. In reviewing and recommending such matters, the Committee shall consider such matters as it deems appropriate, including the Company’s financial and operating performance, the alignment of the interests of the executive officers and the Company’s shareholders, the performance of the Company’s ordinary shares and the Company’s ability to attract and retain qualified individuals. The Chief Executive Officer may not be present during voting or deliberations about his or her compensation.;
- annually review the remuneration policy and all components of the remuneration of the non-executive directors. Such components shall include base fees, supplemental fees for undertaking additional duties, reimbursable expenses, entitlements on retirement from or termination of Board membership, any equity incentives, the process by which any pool of directors’ fees which has been approved by shareholders is allocated to directors, and all other benefits and entitlements arising from their directorships;
- review the terms of employment contracts for the personnel referred to above;
- review the terms of any Company short or long-term incentive plans including any share and option schemes for employees and/or directors. The Committee shall act as Administrator (as defined therein) of the Company’s equity compensation plans (to the extent allowed by applicable law and the relevant plan) and any subsequent employee benefit plans adopted and approved by the Company’s Board and shareholders, if appropriate. In its administration of the plans, the Committee may, pursuant to authority delegated by the Board (i) recommend to the Board the granting of share options, restricted shares or restricted share units or share purchase rights to individuals eligible for such grants, and (ii) amend such share options, restricted shares or restricted share units or share purchase rights. The Committee shall also make recommendations to the Board with respect to amendments to the plans, including changes in the number of shares reserved for issuance thereunder;
- review the terms of the Company’s superannuation and/or pension schemes;
- review any gender or other bias in remuneration for directors, senior managers or other employees of the Company;
- review succession plans for the Board, Chief Executive Officer and other senior managers;
- review such other matters relating to remuneration issues as may be referred to it by the Board;
- develop and review a formal transparent process for selection, appointment and re-appointment of directors, subject to Shareholders’ approval as per the Companies Law;
- identify and nominate, for the approval of the Board and the Shareholders, candidates to fill Board vacancies as and when they arise, having regard to the desired composition of the Board as stated in the Board Charter;
- evaluate the competencies required of prospective directors (both non-executive and executive) identify those prospective directors and establish their degree of independence;
- regularly review the structure, size and composition (including the skills, knowledge and experience) of the Board in accordance with applicable law and to make recommendations to the Board regarding any changes to ensure a diverse range of candidates are selected and any gaps in the skill or experience of the board are identified;
- inform the Board of the names of directors who are retiring in accordance with the provisions of the Company’s articles of association and make recommendations to the Board as to whether the Board should support the re-nomination of that retiring director. In order to make these recommendations, the Committee will review the retiring director’s performance during the period in which the director has been a member of the Board;
- undertake appropriate checks before appointing a person or putting forward to shareholders a new candidate for election, as a director;
- provide shareholders with all material information in the Committee’s possession relevant to a decision on whether or not to elect or re-elect a director of the Company (including biographical details, qualifications, the candidate’s independence and a statement from the Board as to whether it supports the candidate’s existing directorships (if any));
- establish with each candidate for a non-executive directorship their commitments outside the Company and the time involved with each, and obtain from each a written statement confirming they are able to dedicate sufficient time to the position;
- propose measurable objectives to assist the Company to achieve gender diversity for adoption by the Board, annually review the Company’s progress in meeting each objective and report to the Board on the effectiveness of the objectives and the Company’s progress;
- establish and facilitate an induction program for new directors with all such information and advice which may be considered necessary or desirable for the director to commence their appointment to the Board;
- require non-executive directors to inform both the Chair of the Company and the Chair of the Committee before accepting any new directorships;
- identify any specific responsibilities of individual Board members, including the Company’s Chair;
- critically review the skills, performance, and effectiveness of the Board, its committees, and its individual members;
- create and maintain a skills matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership; and
- such other matters relating to Board nomination or succession issues as may be referred to it by the Board.
- The Committee may make recommendations to the Board in relation to any of the above.
Review of the Committee
- The Committee will prepare and provide to the Board annually:
- a self-evaluation of its performance against this Charter;
- recommended goals and objectives for the coming year; and
- recommended changes or improvements to this Charter if necessary.
- The Committee, in order to ensure that it is fulfilling its duties to the Company and its shareholders will periodically:
- obtain feedback from the Board on the Committee’s performance and implement any agreed actions; and
- provide any information the Board may request to facilitate its review of the Committee’s performance.
- The Board shall review the performance of the Committee, at least once per year.
- After each meeting, the Chairperson will report the Committee’s recommendations and findings to the Board.
- The Chairperson will present an annual report to the Board summarising the Committee’s activities during the year and any related significant results and findings.
Revisions of this Charter
- The Committee is responsible for reviewing the effectiveness of this Charter and the operations of the Committee. The Committee may recommend to the Board any changes or improvements to this Charter. Any amendments to this Charter must be approved by the Board.
- Members of the Committee may receive compensation for their service as Committee members, subject to the Companies Law and the Corporations Act.
Schedule 5: cONTINUOUS dISCLOSURE pOLICY
- This Policy applies to all executive and non-executive directors, officers, employees, contractors and consultants of the Company and its subsidiaries from time to time (Personnel).
- The Company has adopted a set of procedures and guidelines in relation to its continuous disclosure obligations under the ASX Listing Rules and the Corporations Act 2001 (Cth).
- ASX Listing Rule 3.1 details the Company’s primary continuous disclosure obligations. The Company must immediately notify ASX of information that a reasonable person would expect to have a material effect on the price or value of the Company’s securities when the Company becomes aware of the information (i.e. ‘materially price sensitive information’), unless the materially price sensitive information falls within the exemptions in ASX Listing Rule 3.1A. In this context, ASX has confirmed in Guidance Note 8 that ‘immediately’ means ‘promptly and without delay.’
- The Company is committed to taking a proactive approach to continuous disclosure and creating a culture within the Company that promotes and facilitates compliance with the Company’s continuous disclosure obligations.
Responsibilities of the Board
- The Company’s board of directors (Board) bears the primary responsibility for the Company’s compliance with its continuous disclosure obligations and is therefore responsible for overseeing and implementing this Policy. The Board makes the ultimate decision on whether there is any materially price sensitive information that needs to be disclosed to the ASX. It is a standing agenda item at all Board meetings to consider any information that must be disclosed to the ASX in accordance with the Company’s continuous disclosure obligations.
- The Company has appointed the Company Secretary as the Reporting Officer in order to streamline the day-to-day compliance with its continuous disclosure obligations. All directors are required to notify the Reporting Officer if they believe there is materially price sensitive information which requires disclosure to the ASX. All directors are encouraged to approach the Reporting Officer if they have any queries about what information should be disclosed to the ASX.
Responsibilities of the Company Secretary
- The Company has appointed the Company Secretary as its ASX liaison officer, being the person responsible for communicating with ASX with respect to all Listing Rule matters. The Company Secretary plays an important role in the Company’s continuous disclosure compliance program and is responsible for:
- maintaining, and monitoring compliance with this Policy;
- liaising between themselves, the Board and the ASX;
- overseeing and coordinating disclosure of information to the ASX, analysts, brokers, shareholders, the media, and the public;
- coordinating education within the Company about its continuous disclosure obligations and disclosure compliance program;
- review information obtained through the Company’s reporting systems to determine whether the information is materially price sensitive information; and
- providing reports to the board on the effectiveness of the continuous disclosure program.
Responsibilities of the Authorised Company Spokesperson(s)
- The Company has appointed the Chairperson and Chief Executive Officer, or in their absence their delegate, as authorised spokespersons. The above people are authorised to make any public statement on behalf of or in relation to the Company following approval of such statements by the Board. Such public statements extend to all responses by the Company to enquiries by the media, analysts or shareholders. All enquiries by regulators should be passed on to the Chief Executive Officer.
- There must be no selective disclosure of materially price sensitive information. The spokesperson should not disclose any materially price sensitive information through public statements which has not already been released to the market through the ASX, but may clarify materially price sensitive information which has already been disclosed to the ASX. Prior to making any public statement, the spokesperson should liaise with the Company Secretary regarding the Company’s disclosure history to avoid the inadvertent release of materially price sensitive information.
- The Company may authorise other persons from time to time to make public statements in particular circumstances.
- In the event of inadvertent selective disclosure of previously undisclosed materially price sensitive information, the person or persons involved should immediately contact the Company Secretary. The Board will determine as soon as practicable whether there is a need (based on who received the unintentional selective disclosure and the probability of dissemination) to disclose the materially price sensitive information to ASX, or to require that the party to whom the materially price sensitive information was disclosed enter into a written confidentiality agreement.
Responsibilities of Personnel
- All Personnel are required to comply with this Policy and the Company’s continuous disclosure obligations.
Information to be reported
- Subject to the exemption in ASX Listing Rule 3.1A, the Company will notify the ASX as soon as it becomes aware of any information that a reasonable person would expect to have a material effect on the price or value of the Company’s securities and make all required securities exchange filings. Examples of types of information that could be materially price sensitive information include:
- material acquisitions or divestitures;
- transactions that will lead to a significant change in the nature or scale of the Company’s activities;
- a material change in the Company’s financial forecast or expected results;
- declaration of a dividend;
- entry into, variation or termination of material agreements, including financing arrangements;
- events triggering material accelerations of, or increases in, financial obligations;
- a material change in accounting policy adopted by the Company;
- a rating applied by a rating agency to the Company or its securities, and any change in such a rating; and
- a significant change in market or regulatory conditions which is likely to have a material effect on the Company’s results.
- The above examples are indicative only, and are not exhaustive. Where the Reporting Officer is unsure whether information is materially price sensitive information, it should take a conservative view and report it to, or discuss it with, the Board. The Company’s legal advisers should be consulted where the materiality of information or the obligation to disclose is unclear.
- The Company must not release information that is for release to the market to any person until it has given the information to the ASX and has received acknowledgement that the ASX has released the information to the market.
- Certain materially price sensitive information does not need to be disclosed if it falls within the scope of the confidentiality exemption in ASX Listing Rule 3.1A. To fall within the exemption, all of the following conditions must be satisfied:
- the information falls within one or more the following categories:
- it would be a breach of the law to disclose the information;
- the information concerns an incomplete proposal or negotiation;
- the information comprises matters of supposition or is insufficiently definite to warrant disclosure;
- the information is generated for internal management purposes of the Company; or
- the information is a trade secret; and
- the information is confidential and ASX has not formed the view that the information has ceased to be confidential; and
- a reasonable person would not expect the information to be disclosed.
- the information falls within one or more the following categories:
- Once the Reporting Officer determines that information is materially price sensitive information, the Board will consider the confidentiality of the matter and bears the sole authority to determine whether a matter should not be disclosed to the ASX on the basis of the confidentiality exemption.
- The Reporting Officer should disclose all materially price sensitive information to the Board and should not make a final assessment whether materially price sensitive information should not be disclosed on the basis of the confidentiality exemption in ASX Listing Rule 3.1A. However, to assist the Board in making these decisions, the Reporting Officer should provide details as to why they consider the information may be confidential for the purpose of ASX Listing Rule 3.1A.
- The Reporting Officer should take all necessary steps to maintain the confidentiality of all potentially confidential information. For example, potentially confidential information should not be disclosed to external parties except on the basis of a written confidentiality undertaking.
- ASX Listing Rule 3.1B provides that if the ASX considers that there is, or is likely to be a false market in the Company’s securities, and requests information from the Company to correct or prevent the false market, the Company must give the ASX the information needed to correct or prevent the false market (ie. a false market may cause the exemption to be lost).
Reporting obligations of the Reporting Officer
- The Reporting Officer has the following reporting obligations in relation to information that potentially requires disclosure:
- immediately report all potentially materially price sensitive information to the Board, either in writing or verbally;
- provide sufficient details of all information to allow the Board to form a view as to whether the potentially materially price sensitive information is in fact materially price sensitive and to prepare the appropriate form of disclosure to the ASX, if necessary; and
- state whether the Reporting Officer considers that the information is confidential for the purpose of ASX Listing Rule 3.1A and the reasons for forming that view.
- In addition, the Reporting Officer should provide a formal report to the Board at the end of each month which either provides details of unreported potentially materially price sensitive information regarding their area of responsibility or states that the Reporting Officer is unaware of any unreported potentially materially price sensitive information at that time.
Dealing with analysts
- The Company must not give analysts or other select groups of market participants any non-public materially price sensitive information at any time, such as during analyst briefings, when responding to analysts’ questions or when reviewing draft analyst research reports. The Company may clarify or correct any errors of interpretation that analysts make concerning already publicly available information, but only to the extent that the clarification or correction does not itself amount to giving the analyst non-public materially price sensitive information (such as correcting market expectations about profit forecasts). Any non-public materially price sensitive information that may be inadvertently disclosed during dealings with analysts should be immediately disclosed to the ASX.
- All information given to analysts at a briefing, such as presentation slides, and any presentation material from public speeches given by Board members or members of management that relate to the Company or its business should also be given to the Company Secretary for immediate release to the ASX and posted on the Company’s website. The information must always be released to the ASX before it is presented at an analyst or investor briefing.
Review of analyst reports
- If requested, the Company may review analyst reports. The Company’s policy is that it only reviews these reports to clarify historical information and correct factual inaccuracies (provided this can be achieved using information that has been disclosed to the market generally).
- No comment or feedback will be provided on financial forecasts, including profit forecasts prepared by the analyst, or on conclusions or recommendations detailed in the report. The Company communicates this policy whenever asked to review an analyst report.
Market speculation and rumours
- In general, the Company does not respond to market speculation and rumours except where:
- the speculation or rumours indicate that the subject matter is no longer confidential and therefore the exception to disclosure in the ASX Listing Rules no longer applies;
- the ASX formally requests disclosure by the Company on the matter (under ASX Listing Rule 3.1B); or
- the Board considers that it is appropriate to make a disclosure in the circumstances.
- Only authorised spokespersons may make statements on behalf of the Company in relation to market rumours or speculation. Any person within the Company should report market speculation or rumours to the Company Secretary immediately.
- It may be necessary to request a trading halt from the ASX to maintain orderly trading in the Company’s securities and to manage disclosure issues. The Board will make all decisions in relation to trading halts. No Company Personnel is authorised to seek a trading halt except with the approval of the Board.
- All Company announcements will be posted on the Company’s website immediately after they are released to the ASX to provide accessibility to the widest audience.
- Breaches of this Policy will be viewed seriously and may lead to disciplinary action being taken against the relevant Personnel. In serious cases, such action may include dismissal or termination of employment or engagement with the Company. Personnel should report all breaches of this Policy by any person to the Company Secretary.
Review of the Policy
- This Policy will be reviewed regularly by the Board having regard to the changing circumstances of the Company and any changes to this Policy will be notified to affected persons in writing. Personnel should communicate all comments and concerns about this Policy to the Company Secretary.
- For questions about the operation of this Policy, please contact the Company Secretary.
- In this Policy, the following definitions apply:
ASX means ASX Limited or the Australian Securities Exchange as the context requires.
Reporting Officer means the Company Secretary or other person appointed to this role by the Company from time to time.
shareholder includes holders of shares, options or other securities of the Company.
Schedule 6: rISK mANAGEMENT pOLICY
- The Company considers ongoing risk management to be a core component of the management of the Company. The Company’s ability to identify and address risk is central to achieving its corporate objectives.
- This Policy outlines the program implemented by the Company to ensure appropriate risk management within its systems and culture.
The Risk Management Program
- The Company’s risk management program comprises a series of processes, structures and guidelines which assist the Company to identify, assess, monitor and manage its business risk, including any material changes to its risk profile.
- To achieve this, the Company has clearly defined the responsibility and authority of the Board to oversee and manage the risk management program, while conferring responsibility and authority on the Audit and Risk Management Committee to develop and maintain the risk management program in light of the day-to-day needs of the Company. The Audit and Risk Management Committee is governed by the Audit and Risk Management Committee Charter, a copy of which is available on the Company’s website.
- Regular communication and review of risk management practice provides the Company with important checks and balances to ensure the efficacy of its risk management program.
- The key elements of the Company’s risk management program are detailed below.
- In order to identify and assess material business risks, the Company defines risks and prepares risk profiles in light of its business plans and strategies. This involves applying a disciplined process to risk identification, risk assessment and analysis, risk treatment and monitoring and reporting.
- The Company presently focusses on the following types of material risks:
- regulatory and compliance risks;
- reputational risks;
- risks relating to conduct of business; and
- risks relating to intellectual property.
Responsibilities of the Board
- The Board acknowledges that it is responsible for the overall system of internal control but recognises that no cost effective internal control system will preclude all errors and irregularities.
- The Board has delegated responsibility for reviewing the risk profile including material business risks and reporting on the operation of the internal control system to the Audit and Risk Management Committee. However, the Audit and Risk Management Committee and management may also refer particular risk management issues to the Board for final consideration and direction.
- The Board will review the effectiveness of the Company’s risk management framework and internal control system annually to satisfy itself that it continues to be sound and that the entity is operating within the risk appetite set by the Board.
Responsibilities of the Audit and Risk Management Committee
- The day-to-day oversight and management of the Company’s risk management program has been conferred upon the Audit and Risk Management Committee in accordance with the Audit and Risk Management Committee Charter. The Committee is responsible for ensuring that the Company maintains effective risk management and internal control systems and processes and provides regular reports to the Board on these matters. In addition to the risk management responsibilities in its Charter, the role of the Committee is to:
- assist the Board to fulfil its oversight responsibilities for the financial reporting process, the system of internal control relating to all matters affecting the Company’s financial performance, the audit process;
- assist the Board in monitoring compliance with laws and regulations;
- assist the Board to adopt and apply appropriate ethical standards in relation to the management of the Company and the conduct of its business;
- implement, review and supervise the Company’s risk management program; and
- review the adequacy of the Company’s insurance policies.
Responsibilities of Management
- The Company’s management will be responsible for designing and implementing risk management and internal control systems which identify material risks for the Company and aim to provide the Company with warnings of risks before they escalate. Management must implement the action plans developed to address material business risks across the Company.
- Management should regularly monitor and evaluate the effectiveness of the action plans. In addition, management should promote and monitor the culture of risk management within the Company and compliance with the internal risk control systems and processes. Management should report regularly to the Board regarding the status and effectiveness of the risk management program. Such reporting by Management should include regular exception reporting to the Board as well as to the Audit and Risk Committee regarding instances of control weaknesses or failures resulting in elevated exposure for the Company.
Review of Risk Management Program
- The Company regularly evaluates the effectiveness of its risk management program to ensure that its internal control systems and processes are monitored and updated on an ongoing basis.
- The division of responsibility between the Board, Audit and Risk Management Committee and management aims to ensure that specific responsibilities for risk management are clearly communicated and understood. The reporting obligations of Audit and Risk Management Committee ensure that the Board is regularly informed of material risk management issues and actions. This is supplemented by the evaluation of the performance of the risk management program.
Schedule 7: sECURITIES tRADING pOLICY
- This policy details the Company’s policy on dealing by personnel of the Company and its related bodies corporate (Group) in:
- Securities of the Company (Company Securities); and
- Securities of other entities.
- This Policy applies to all ‘personnel’ of the Group, including all directors, officers, employees and contractors.
- If you do not understand any part of this policy, the summary of the law, or how it applies to you, you should raise the matter with the Company Secretary before dealing with any Securities covered by this policy.
- Under Australian legislation, the insider trading laws operate to prohibit people in possession of non–public price sensitive information from dealing in Securities or passing on the information to other people who may deal in Securities.
- Given the restrictions imposed by law, this policy is relevant to all personnel of the Group and their associates.
- This policy also imposes additional restrictions (described below) on:
- all Directors and officers of the Group including the Managing Director;
- all persons who report directly to the Chief Executive Officer (Senior Executives);
- all employees and contractors of the Group;
- other persons identified by the Company from time to time; and
- ‘associates’ of the above persons. For the purposes of this policy your ‘associates’ include:
- your spouse or partner;
- your dependent children;
- any trustee of a trust or other fiduciary arrangement under which you, your spouse or partner or your dependent children, is or may be a beneficiary;
- any company in which you hold (directly or indirectly) a majority of the shares or otherwise control (directly or indirectly); and
- any other entity in which you are a director, secretary or executive officer; and
- other persons identified by the Company from time to time,
Meaning of Securities
- For the purposes of this policy Securities means shares, debentures, options to subscribe for new shares and options over existing shares, warrant contracts and other derivatives relating to the shares.
Insider Trading Laws
- If you have any inside information (as defined below in clauses 10 to 12) about the Company (or another relevant entity, such as a company with which the Company is considering a transaction) which is not publicly known, it is a criminal offence for you to:
- trade in the Company Securities (or Securities of the other relevant entity);
- advise or procure another person to trade in the Company Securities (or Securities of the other relevant entity); or
- pass on (directly or indirectly) inside information (as defined below in clauses 10 to 12) to someone else (including colleagues, family or friends) knowing (or where you should have reasonably known) that the other person will, or is likely to, use that information to trade in, or procure someone else to trade in, the Company Securities (or Securities of the other relevant entity).
Consequences of insider trading
- This offence, called ‘insider trading’, can subject you to:
- criminal liability including large fines and/or imprisonment;
- a civil penalty; and
- civil liability, which may include being sued for any loss suffered as a result of illegal trading.
- ‘Inside information’ is information that:
- is not generally available; and
- if it were generally available, a reasonable person would expect it to have a material effect on the price or value of Company Securities or on a decision to buy or sell Company Securities.
- The financial impact of the information is important, but strategic and other implications can be equally important in determining whether information is inside information. The definition of information is broad enough to include rumours, matters of supposition, intentions of a person (including the Company) and information which is insufficiently definite to warrant disclosure to the public.
- Importantly, you need not be an ‘insider’ to come across inside information. That is, it does not matter how you come to know the inside information (for example, you could learn it in the course of carrying out your responsibilities or in passing in the corridor or in a lift or at a dinner party).
Insider trading is prohibited at all times
- If you possess inside information, you must not buy or sell the Company Securities, advise or get others to do so or pass on the inside information to others. This prohibition applies regardless of how you learn the information.
- The prohibition on insider trading applies not only to information concerning the Company Securities. If a person has inside information in relation to Securities of another company, that person must not deal in those Securities.
- The insider trading prohibitions apply even when a trade falls within an exclusion to the restrictions on trading detailed in this policy if it is undertaken by, or procured by, someone in possession of inside information at the time of the trade.
- Related to the above, personnel also have a duty of confidentiality to the Company. You must not reveal any confidential information concerning the Company, use that information in any way which may injure or cause loss to the Company, or use that confidential information to gain an advantage for yourself.
Trading restrictions imposed by this policy
- Additional restrictions (described below) on trading the Company Securities apply to Restricted Persons (as defined above). The additional restrictions in this policy do not prohibit Restricted Persons from acquiring the Securities under a Company dividend reinvestment plan or an employee equity plan, if either plan exists (however, the additional restrictions will apply to any subsequent trading of the Company Securities acquired under those plans).
- It is important to note that although the additional restrictions do not apply to a Restricted Person’s participation in a dividend reinvestment plan or an employee equity plan, a Restricted Person must not make an election to participate or cease participation in a dividend reinvestment plan or employee share plan if they are in possession of ‘inside information.’
Reasons for additional restrictions
- Restricted Persons are in positions where it may be assumed that they may come into possession of inside information and, as a result, any trading by Restricted Persons may embarrass or reflect badly on them or on the Company (even if a Restricted Person has no actual inside information at the time). This policy is designed to avoid the possibility that misconceptions, misunderstandings or suspicions might arise due to trading by Restricted Persons in Securities.
- Restricted Persons may, subject to the prior clearance requirements in clauses 23 to 26, deal in the Company’s Securities as a matter of course (unless there is in existence price sensitive information that has not been disclosed as a result of the Company’s reliance on an exception under the Listing Rules of the Australian Securities Exchange (ASX)) in the following periods:
- 20 business days beginning on the first trading day after the Company’s annual results are released to ASX;
- 20 business days beginning on the first trading day after the Company’s half year results are released to ASX;
- 20 business beginning on the first trading day after the Company’s Annual General Meeting; and
- any other period as the board of directors of the Company may decide.
- All other periods are prohibited periods (i.e. when dealing in Company Securities is prohibited), unless otherwise permitted by this policy.
- The Board may also impose an ad hoc prohibited period during a trading window specified above.
- If a Restricted Person proposes to deal in the Company’s Securities at any time, they must first:
- obtain prior written clearance to deal in the Company’s Securities from the relevant authorising officer noted in the table below (Authorising Officer); and/or
- provide prior written notice of their intention to deal in Company Securities to the relevant person noted in the table below; and
- provide confirmation to the relevant person(s) noted in the table below that they are not in possession of ‘inside information’,
at least two trading days before the proposed dealing.
|Restricted Person||Authorising Officer||Prior notification to the Company Secretary and Board|
|Chair of the Board||Chair of the Risk and Audit Committee||Yes|
|Other Directors (including Managing Director)||Chair of the Board||Yes|
|Senior Executives, and other persons identified by the Company from time to time||Managing Director||Yes|
|Employees||Not applicable – authorisation no required (notification only)||Yes|
- If granted, trading consent is only valid for a period of five trading days after notification of approval, or such other period notified by the Authorising Officer to the Restricted Person. Trading consent is automatically deemed to be withdrawn if the person becomes aware of inside information prior to trading.
- Any approval to trade can be given, withdrawn or refused by the Company in its discretion without giving any reasons. A decision to refuse approval is final and binding on the person seeking the approval. If approval to trade Company Securities is refused, the person seeking the approval must keep that information confidential and not disclose it to anyone. Any approval to trade under this policy is not an endorsement from the Company and the person doing the trade is individually responsible for their investment decisions and their compliance with insider trading laws.
- The insider trading prohibitions apply even when a trade is permitted under this clause if it is undertaken by, or procured by, someone in possession of inside information at the time of the trade.
Requirements after trading
- Once a Restricted Person has completed a trade in the Company Securities, the Authorising Officer described in clauses 23 to 26, must be:
- advised that the trade has been completed and attach the trade confirmation (which may occur via email); and
- in the case of Directors, provided with sufficient information to enable the Company to comply with its ASX reporting obligations (including date, price, volume and whether the change occurred during a period outside a trading window and if so, whether written clearance was provided). This information must be provided to ASX as soon as reasonably practicable and in any event no later than three business days after the date of the change.
No speculative short term trading
- Restricted Persons should not trade in the Company’s Securities on a short term basis or for speculative trading gain.
- A Restricted Person must not, without prior written approval by the Authorising Officer specified in clauses 23 to 26, engage in hedging arrangements, deal in derivatives or enter into other arrangements which vary economic risk related to the Company’s Securities including, for example, dealing in warrants, equity swaps, put and call options, contracts for difference and other contracts intended to secure a profit or avoid a loss based on fluctuations in the price of the Company’s Securities.
- This provision includes engaging in hedging or other arrangements that would have the effect of limiting the economic risk in connection with Company Securities including Securities which are unvested, subject to a holding lock or issued pursuant to an equity based remuneration scheme.
- Certain types of dealing are excluded from the operation of this policy and may be undertaken at any time (subject to complying with the insider trading prohibitions outlined above in section 4.4), including the following (and any other permitted dealings as approved by the Board from time to time and notified to Restricted Persons):
- employee incentive schemes – the additional restrictions in this policy do not prohibit Restricted Persons from acquiring Securities or exercising an option or right under an employee incentive scheme subject to the terms of the relevant employee incentive scheme. However, the additional restrictions will apply to any subsequent trading of Securities acquired under an employee incentive scheme and the Restricted Person must make an election to participate or cease participation in an employee incentive scheme when they are not in possession of inside information;
- dividend reinvestment plan – the additional restrictions in this policy do not prohibit Restricted Persons from acquiring Securities under the a dividend reinvestment plan. However, the additional restrictions will apply to any subsequent trading of Securities acquired under a dividend reinvestment plan and the Restricted Person must make an election to participate or cease participation in a dividend reinvestment plan when they are not in possession of inside information;
- rights offers, share purchase plans and buy-backs (or other pro-rata/generalised offers) – trading under an offer or invitation made to all or most of the security holders, such as a rights issue, a security plan purchase and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by Board. This includes decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue;
- third party discretion – an investment in, or trading in units of, a fund or other scheme (other than a scheme only investing in Securities) where the assets of the fund or other scheme are invested at the discretion of a third party; and
- disposal under margin lending arrangement – an involuntary disposal of securities that results from a margin lender or financier exercising its rights under a margin lending or other secured financing arrangement that has previously been approved in accordance with this policy.
- If a Restricted Person needs to deal in the Company’s Securities due to exceptional circumstances but such dealing would breach this policy, the Restricted Person must apply to the Authorising Officer specified in clauses 23 to 26 for a waiver from compliance with the provisions in clauses 23 to 26 or 28.
- Exceptional circumstances include severe financial hardship, compulsion by a court order or any other circumstances that are deemed exceptional by the person described in clauses 23 to 26.
- The Restricted Person seeking a waiver under this clause must apply in writing (which may include an application via email) to the person specified in clauses 23 to 26:
- setting out the circumstances of the proposed dealing (including an explanation as to the severe financial hardship or circumstances that are otherwise exceptional) and the reason the waiver is requested; and
- provide confirmation to the relevant person(s) that they are not in possession of ‘inside information’.
- A waiver will only be granted if the Restricted Person’s application is accompanied by sufficient evidence (in the opinion of the person specified in clauses 23 to 26) that the dealing of the relevant Securities is the most reasonable course of action available in the circumstances.
- If a waiver is granted, the Restricted Person will be notified in writing (which may include notification via email) and in each circumstance the duration of the waiver to deal in Securities will be five trading days or such other period notified by the Authorising Officer to the Restricted Person.
- Unless otherwise specified in the notice, any dealing permitted under this clause must comply with the other clauses of this policy (to the extent applicable). The insider trading prohibitions apply even when a trade falls within this clause 37 if it is undertaken by, or procured by, someone in possession of inside information at the time of the trade.
Breaches of this policy
- Strict compliance with this policy is a condition of employment or engagement by the Company. Breaches of this policy will be regarded as serious misconduct and may lead to disciplinary action, which may include termination of employment or engagement by the Company.
Business Unit policies
- Dealing in Securities or communicating information may also be subject to Business Unit policies relating to personal dealing, insider trading, conflicts of interest or similar.
- You must also comply with the requirements of those policies in addition to the requirements in this policy. Please contact Risk and Compliance for further information.
- For more information about this policy, contact the Company Secretary.
Schedule 8: dIVERSITY pOLICY
- This diversity policy applies to the Company’s board of directors (Board), officers and employees (Personnel).
- The Company has a strong commitment to diversity and recognises the value of attracting and retaining Personnel with different backgrounds, knowledge, experiences and abilities. The Company recognises that diversity not only encompasses gender but extends to age, ethnicity, religious or cultural background, language, marital or family status, and disability. Diversity contributes to the Company’s business success and benefits individuals, clients, teams, shareholders and stakeholders.
- Our business policies, practices and behaviours promote diversity and equal opportunity and create an environment where individual differences are valued and all Personnel have the opportunity to realise their potential and contribute to the Company’s success.
What is Diversity?
- Diversity recognises and values the contribution of people with differences in background, experience and perspectives. At the Company, diversity means:
- an inclusive workplace that embraces individual differences;
- a workplace that is free from discriminatory behaviours and business practices including discrimination, harassment, bullying, victimisation and vilification;
- equitable frameworks and policies, processes and practices that limit potential unconscious bias;
- equal employment opportunities based on capability and performance;
- awareness of the different needs of employees;
- the provision of flexible work practices and policies to support employees; and
- attraction and retention of a diverse range of talented people.
- The Company aspires to achieve the objectives in this policy and aims to embed a strong diversity framework within its systems and culture.
- The Board is responsible for designing and overseeing the implementation of this diversity policy.
- The directors of the Company will be responsible for promoting diversity within the Company’s culture and monitoring the effectiveness of this diversity policy. The Company recognises that it needs to provide management with appropriate guidance in order to foster a value for diversity within its management culture. To achieve this, the Company is committed to providing its management with the appropriate training and resources to understand the benefits of diversity in recruitment strategies and day-to-day management strategies. The Board will also be required to develop initiatives that will promote and achieve diversity goals.
Remuneration and Nomination Committee’s Responsibilities
- The Remuneration and Nomination Committee (if any) is responsible for reviewing this diversity policy and will provide the Board with an annual report on the status of diversity within the Company and the effectiveness of the measurable objectives for achieving gender diversity.
- All Personnel are required to act in a manner that supports diversity within the workplace and promotes the objectives set out in this diversity policy. Employees are encouraged to provide feedback to management regarding programs or initiatives which will improve the Company’s approach to diversity and inclusion in the workplace.
- The Company recognises that gender diversity amongst its Personnel:
- broadens the pool of high-quality directors and employees;
- is likely to support employee retention;
- is likely to encourage greater innovation by drawing on different perspectives;
- is a socially and economically responsible governance practice; and
- will improve the Company’s corporate reputation.
- Subject to the size and operations of the Company, the Board may adopt measureable objectives to assist the Company to achieve gender diversity and review the Company’s progress in meeting these objectives and the effectiveness of these objectives each year.
- The Remuneration and Nomination Committee (if applicable) is responsible for:
- recommending such measureable objectives to the Board in light of the Company’s general selection policy for Personnel; and
- reporting to the Board on the Company’s progress towards achieving its measurable objectives each year. This report will include a review of the relative proportions of men and women at all levels in the organisation.
Schedule 9: sHAREHOLDER cOMMUNICATIONS pOLICY
- The Company is committed to regularly communicating with shareholders in a timely, accessible and clear manner with respect to both procedural matters and major issues affecting the Company. To achieve this, the Company communicates with shareholders through a range of forums and publications.
- The reference to shareholder in this Policy includes holders of shares, options and other securities of the Company.
Electronic and Written communications
- The Company aims to ensure that its Annual Report provides shareholders with a good understanding of the Company’s activities, performance and position for the previous financial year.
- Shareholders can elect to receive an electronic copy or a hard copy of the Annual Report. The Company encourages shareholders to support its commitment to the environment by electing to receive the Annual Report and other communications electronically by registering their email address with the Company’s share registry.
- As detailed in its Continuous Disclosure Policy, the Company is committed to complying with, and taking a proactive approach to, its continuous disclosure obligations. This extends to promptly providing all applicable securities regulators (including the ASX), with all necessary information and communications for publication on the ASX website.
- The Company aims to provide shareholders with comprehensive and timely access to Company documents and releases through its website. The Company’s website will include:
- copies of the Company’s articles of association, Board and committee charters and key corporate governance policies;
- copies of all material information lodged with the ASX and any other applicable securities regulators and securities exchanges;
- copies of all announcements, briefings and speeches made to the market, analysts or the media;
- the last three years of press releases or announcements made by the Company;
- the last three years of financial data for the Company;
- the full text of notices of shareholder meetings and explanatory material;
- the Company’s Annual Reports for the last three financial years;
- the names, photographs and brief biographical information for each of the Company’s directors and senior executives;
- webcasts (as and when available);
- presentations provided to financial analysts; and
- advanced notice of all open briefings to institutional investors and analysts, including presentation materials.
- Other information and updates may be provided to shareholders via periodic mail-outs. In addition, the Company allows shareholders to elect to receive email communications where appropriate.
- The Company encourages shareholders to submit questions or requests for information directly to the Company via the Company’s website at http://www.splitit.com.
- The Company’s board of directors encourages all shareholders to attend and participate in the Company’s annual meeting of shareholders.
- The Company’s external auditor will attend the Company’s annual meeting and will be available to answer questions from shareholders about the conduct of the audit and preparation of the auditor’s report.
Share Registry and Contact Details
- Shareholders who wish to update personal or contact information, elect to receive communications electronically, or wish to ask a question related to their shareholding in the Company should contact their broker or the Company’s share registry, Automic Pty Ltd.
- The contact details are:
telephone: 1300 288 664
post: Level 3, 50 Holt Street, Surry Hills NSW 2010
Splitit Ltd. (“Splitit” or “us”) is committed to your right to privacy.
- You are not required by law to provide us with any Personal Data. Sharing Personal Data with us is entirely voluntary.
- Our Services are intended for Users over the age of 16 or equivalent minimum age for providing consent to processing of Personal Data in the relevant jurisdiction. Children under such age are not permitted to use the Services. If you are under such age you should cease to use the Services immediately.
- You may be entitled under applicable law to request to review, amend, erase or restrict the processing of your Personal Data. Please note that in case you request to erase or restrict the processing of your Personal Data, your use of the Services may be restricted or disabled.
- We do not sell, trade, or rent Users’ Personal Data to third parties. We only share Personal Data with third parties in connection with the provision of the Services to our Users, or other limited circumstances as specified herein.
- If you have any questions or requests regarding the processing of your Personal Data, or would otherwise like to contact us in connection with this Privacy Notice, please send us an email to: email@example.com.
- What is Personal Data, and what data is collected about me by Splitit?
“Personal Data”, means any information which identifies or can be used to identify a natural person, including, but not limited to, first and last name, phone number, email address, IP address, billing information, etc.
We collect non-Personal Data regarding Users concerning their use of the Website and Services, such as the scope, frequency, latency, pages accessed, what and when a User views or interacts with content and materials displayed through our Services, device identifiers, and other technical information regarding the device used to access the Services, such as model, operating system, etc.
- When you use the Services in order to pay for purchases through monthly installments, certain Personal Data will be collected about you, including contact information (such as full name, address, email address, phone number, etc.) and billing information (such as credit cards information). This information may be requested by us directly or transferred to us by the merchant you are making the purchase from, depending on the process of implementation of the Splitit solution in the merchant’s payment process.
- If you register as a merchant for our Services, we will collect and process the information requested of you during the registration process, such as region, business information, contact person information, bank information, etc.
- We do not knowingly collect or process any Personal Data included in Special Categories of Personal Data (as defined in the GDPR). In the event you become aware that such data has been posted to the Website or collected by us, please inform us immediately.
Please note, that the Website and/or Services may contain links to other websites maintained by third parties, which may not be governed by this Privacy Notice. This Privacy Notice does not be apply to the practices of entities which are not controlled by Splitit.
- What will Splitit do with my data?
- Non-Personal Data. Non-Personal Data is used mainly for click stream analysis in order to constantly improve and maintain our Website and Services, including among others, in order to measure and understand the level of engagement to our services, for general business analytics and in order to provide a more personalized experience and tailored content, for ensuring the technical functioning of our network, to help prevent fraudulent use of our Services and for developing new services and features.
- Personal Data. Personal Data is used only for the following limited purposes:
- To provide you with the Services, process transactions, and collect fees.
- To resolve any disputes, communicate with you regarding customer service and support issues, and to respond to questions or comments and help resolve any problems.
- To protect the security or integrity of our databases and the Services, and to take precautions against legal liability.
- To improve the Services, and to develop new features, products and services.
- To improve your experience on the Website and customize our Services to your interests, including by way of targeted advertising.
- For the purposes of our legitimate interests, to the extent not overridden by the rights and freedoms of natural persons, as permitted under applicable law.
- To provide updates with respect to material changes to this Privacy Notice or our Terms and Conditions.
Yes, we use data files such as cookies, pixel tags, “Flash cookies,” or other local storage files provided by your browser or associated applications (“Cookies”). We use these technologies in order to recognize you as a customer; customize our Services, content, and advertising; measure promotional effectiveness; help ensure that your account security is not compromised; mitigate risk and prevent fraud; and to promote trust and safety across our sites and Splitit Services.
We use both session and persistent Cookies. Session Cookies expire and no longer have any effect when you log out of your account or close your browser. Persistent Cookies remain on your device until you erase them or they expire.
You may also encounter Splitit Cookies on websites that we do not control. Likewise, certain third parties may place their own Cookies in the Website and Services. Such third party Cookies are not subject to our control and this Notice does not cover them.
You may at any time program your browser to block cookies, but please be aware that such blocking may prevent us from providing some or all of the Services to you. These cookies help us track how visitors use the Website and our Services.
- How Can I Control My Personal Data?
- Reviewing and amending your Personal Data. If you are a merchant, you may review the information included in your account on the Website. If you are a buyer, you may send us a request in connection with reviewing your Personal Data to: firstname.lastname@example.org. In the event any Personal Data is incorrect or outdated, you may update and correct such data by providing us with appropriate notification or correcting the data directly on the Website, as applicable to you.
- Right of erasure and restriction. You may also be entitled request the erasure or the restriction of your Personal Data, and we will comply with such requests, to the extent required under applicable law.
- Portability of Personal Data. To the extent relevant to you and to the Services, you may be entitled to request the portability of your Personal Data, and we will comply with such requests, to the extent required under applicable law.
- Retention of We reserve the right to retain any Personal Data for as long as reasonably necessary in order to: (i) fulfil the purposes described herein; (ii) in the defense or assertion of legal claims and liability; (iii) for the analysis and development of the Services; and (iv) to comply with applicable law. Non-Personal Data and statistical anonymized data may be retained by us without limitation.
- Will Splitit Share My Personal Data With Others?
WE DO NOT SELL OR RENT ANY OF YOUR PERSONAL DATA TO NON-AFFILIATED THIRD PARTIES FOR THEIR MARKETING PURPOSES.
- Non-Personal Data, aggregate and statistical or otherwise anonymized data may be shared without limitation with third parties at our discretion. This information does not contain Personal Data and is used to develop content and services for our Users and clients.
- We share Personal Data only under the following limited circumstances:
- With partners who are an integral part of our Services, such as the merchant you placed a purchase with, credit card processer, banking institution, etc.
- With trusted third parties who assist us in operating the Services and conducting our business, such as fraud prevention, bill collection, account maintenance, marketing and technology services.
- For personalizing your experience of the Services, including by way of targeted advertising on the Website.
- As necessary to help detect and prevent potentially illegal acts and fraud, and to guide decisions about the products, services and communications.
- Credit bureaus and collection agencies to report account information, as permitted by law.
- To comply with a legal requirement, for the administration of justice, to protect your vital interests or the vital interests of others, to protect the security or integrity of our databases or the Services, to take precautions against legal liability, or in the event of a corporate sale, merger, reorganization, dissolution or similar event.
- Other third parties with your consent or direction to do so.
- What is the lawful basis under which Splitit processes Personal Data?
- Certain processing activities conducted by us are based on the necessity of such activities for the performance of our Services and the contract between us and our Users.
- Other processing activities are based on the grounds that they are necessary for the purposes of our legitimate interests or the legitimate interests of a third party, except where such interests are overridden by the interests or fundamental rights and freedoms of natural persons which require protection of Personal Data.
- There may be certain processing activities based on your consent. In connection with such activities, you may rescind your consent, by sending us an email to: email@example.com. Please note that in the event you rescind your consent to the processing of Personal Data, we may not be able to provide you with some or all of the Services.
- Will Splitit transfer my Personal Data internationally?
Our databases are currently located in the United States. Some of our processing activities are made in Israel. The European Commission has decided that the State of Israel ensures an adequate level of privacy and data protection, therefore, in accordance with the GDPR, the transfer of Personal Data from the EU to Israel is lawful and does not require any specific authorization.
Any other transfer of Personal Data originating from the EU to a third country (other than Israel) shall be made in accordance with applicable law, including by providing adequate protections, or otherwise implementing appropriate safeguards to ensure the protection of our Users’ rights.
- Will I receive promotional materials from Splitit?
Splitit may send you offers that may be of special interest to you via email or SMS. You may unsubscribe from receiving such communications at any time, by sending us a notification to: firstname.lastname@example.org, for following the instructions for unsubscribing included in such communications.
We may also engage with third parties to track and report performance of advertising and marketing campaigns to and from Splitit and third party web sites. We may combine your information with information we collect from third parties and use it to improve and personalize our Services, content, and advertising.
- Persons under 16
Our Website is a general audience Website, which is not directed to persons under 16 years old. If a parent or guardian becomes aware that his/her child has provided us with Personal Data without their consent, he/she should contact us immediately. We do not knowingly collect or solicit Personal Data from people under 16 years old. If we become aware that a person under 16 years old has provided us with Personal Data, we will delete such data from our databases.
- Applicable Laws
The provisions included in this Notice relating to matters regulated under the GDPR will apply only to the processing of Personal Data which is subject to the GDPR in accordance with the applicability provisions contained therein. If the GDPR does not apply to the processing of your Personal Data, some of the provisions above may not apply to you.
- Questions or concerns regarding privacy
If you have any questions or concerns regarding privacy issues, please send us a detailed message to email@example.com and we will make every effort to resolve your concerns without delay.
Splitit may, at any time and from time to time, modify this Privacy Notice. Modifications to this Privacy Notice will be posted on the Website, and shall be effective as of the date in which they are posted on the Website.
You are also entitled to file a complaint with the appropriate supervisory authority in connection with concerns you may have with regards to your privacy and Personal Data.