Orbital : Corporate Governance Statement 2020

CORPORATE GOVERNANCE

STATEMENT 2020

ASX CORPORATE GOVERNANCE COUNCIL RECOMMENDATIONS CHECKLIST

The table below summarises the Group's compliance with the ASX Corporate Governance Council's Recommendations.

	Recommendation	Comply	Reference
		Yes /
		No
Principle 1 - Lay solid foundations for management and oversight
1.1	A listed entity should disclose:		2.1 and 2.2
	a) the respective roles and responsibilities of its board and	Yes
	management; and
	b) those matters expressly reserved to the board and those	Yes
	delegated to management.
1.2	A listed entity should:		1.3 and 2.4
	a) undertake appropriate checks before appointing a	Yes
	person, or putting forward to security holders a
	candidate for election, as a director; and
	b) provide security holders with all material information in	Yes
	its possession relevant to a decision on whether or not
	to elect or re-elect a director.
1.3	A listed entity should have a written agreement with each	Yes	1.3
	director and senior executive setting out the terms of their
	appointment.
1.4	The company secretary of a listed entity should be	Yes	1.7
	accountable directly to the board, through the chair, on all
	matters to do with the proper functioning of the board.
1.5	A listed entity should:		3.8
	a) have a diversity policy which includes requirements for	No
	the board or a relevant committee of the board to set

measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity's progress in achieving them;

1. disclose that policy or a summary of it; and
2. disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity's diversity policy and its progress towards achieving them, and either:
   1. the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined "senior executive" for these purposes); or

Yes

No

Yes

	2. if the entity is a "relevant employer" under the	N/A
	Workplace Gender Equality Act, the entity's most
	recent "Gender Equality Indicators", as defined in
	and published under that Act
1.6	A listed entity should:	1.8
	a) have and disclose a process for periodically evaluating	Yes
	the performance of the board, its committees and
	individual directors; and
	b) disclose, in relation to each reporting period, whether a	Yes
	performance evaluation was undertaken in the reporting
	period in accordance with that process.

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Recommendation	Comply	Reference
	Yes /
	No

1.7 A listed entity should:

1. have and disclose a process for periodically evaluating the performance of its senior executives; and
2. disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

1.8

Yes

Yes

Principle 2 - Structure the board to add value

2.1 The board of a listed entity should:

1. have a nomination committee which:
2. 1. has at least three members, a majority of whom are independent directors; and
   2. is chaired by an independent director.

and disclose:

1. 1. the charter of the committee;
   2. the members of the committee; and
   3. as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
2. if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.

1.3 and 2.4

No

Yes

2.2	A listed entity should have and disclose a board skills matrix	Yes	1.3 and 3.8
	setting out the mix of skills and diversity that the board
	currently has or is looking to achieve in its membership.
2.3	A listed entity should disclose:		1.2 and 1.4
	a) the names of the directors considered by the board to be	Yes
	independent directors;
	b) if a director has an interest, position, association or	N/A
	relationship of the type described in Box 2.3 (which
	appears on page 16 of the ASX Recommendations and
	is entitled "Factors relevant to assessing the
	independence of a director"), but the board is of the
	opinion that it does not compromise the independence
	of the director, the nature of the interest, position,
	association or relationship in question and an
	explanation of why the board is of that opinion; and
	c) the length of service of each director.	Yes
2.4	A majority of the board of a listed entity should be	Yes	1.4
	independent directors.
2.5	The chair of the board of a listed entity should be an	Yes	1.2 and 1.4
	independent director and, in particular, should not be the
	same person as the chief executive officer of the entity.
2.6	A listed entity should have a program for inducting new	Yes	1.3
	directors and provide appropriate professional development
	opportunities for the directors to develop and maintain the
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Recommendation	Comply	Reference
	Yes /
	No

skills and knowledge needed to perform their role as directors effectively.

Principle 3 - Act ethically and responsibly

3.1 A listed entity should:

1. have a code of conduct for its directors, senior executives and employees, and
2. disclose that code or a summary of it.

3.1

Yes

Yes

Principle 4 - Safeguard integrity in corporate reporting

4.1 The board of a listed entity should:

1. have an audit committee which:
2. 1. has at least three members, a majority of whom are independent directors; and
   2. is chaired by an independent director, who is not the chair of the board.

and disclose:

1. 1. the charter of the committee;
   2. the relevant qualifications and experience of the members of the committee; and
   3. in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
2. if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

2.4 and 3.4

Yes

No

Yes

Yes

Yes

Yes

N/A

4.2	The board of a listed entity should, before it approves the	Yes	3.3
	entity's financial statements for a financial period, receive
	from its chief executive officer and chief financial officer a
	declaration that, in their opinion, the financial records of the
	entity have been properly maintained and that the financial
	statements comply with the appropriate accounting
	standards and give a true and fair view of the financial
	position and performance of the entity and that the opinion
	has been formed on the basis of a sound system of risk
	management and internal control which is operating
	effectively.
4.3	A listed entity that has an annual general meeting should	Yes	3.6
	ensure that its external auditor attends its annual general
	meeting and is available to answer questions from security
	holders relevant to the audit.

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