Rules 4.7.3 and 4.10.31
ASX APPENDIX 4G
Key to Disclosures
Corporate Governance Council Principles and
Recommendations
Name of entity
BENTLEY CAPITAL LIMITED
ABN/ARBN | Financial year ended | |
87 008 108 218 | 30 June 2019 | |
Our Corporate Governance Statement2 (CGS) for the above period above can be found at:3
&丼 These pages of our annual report: Not Applicable
- This URL on our website: http://bel.com.au/corporate-governance
The Corporate Governance Statement is accurate and up to date as at 22 October 2019 and has been approved by the Board.
The annexure includes a key to where our corporate governance disclosures can be located.
Date: 22 October 2019
Name of Director or Secretary authorising lodgement:
Victor Ho Company Secretary
-
Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3. - "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
-
Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.
2019 CORPORATE GOVERNANCE | 1
KEY TO CORPORATE GOVERNANCE DISCLOSURES | BENTLEY CAPITAL LIMITED | ||||||
A.B.N. 87 008 108 218 | |||||||
ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES | |||||||
Corporate Governance Council | We have followed the recommendation in full for the | We have NOT | |||||
recommendation | whole of the period above. We have disclosed … | followed the | |||||
recommendation in | |||||||
full for the whole of | |||||||
the period above. We | |||||||
have disclosed … | |||||||
PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||||||
1.1 | A listed entity should disclose: | … the fact that we follow this recommendation: | Not Applicable | ||||
(a) | the respective roles and responsibilities | þ in our Corporate Governance Statement | |||||
of its board and management; and | |||||||
(b) those matters expressly reserved to the | (CGS) | ||||||
at Section 1.1 of the CGS | |||||||
board and those delegated to | |||||||
management. | …and information about the respective roles and | ||||||
responsibilities of our board and management | |||||||
(including those matters expressly reserved to | |||||||
the board and those delegated to management): | |||||||
at Sections 1.1.1 and 1.1.2 | |||||||
1.2 | A listed entity should: | … the fact that we follow this recommendation: | Not Applicable | ||||
(a) | undertake appropriate checks before | þ in our Corporate Governance Statement | |||||
appointing a person, or putting | |||||||
forward to security holders a candidate | at Section 1.2 | ||||||
for election, as a director; and | |||||||
(b) | provide security holders with all | ||||||
material information in its possession | |||||||
relevant to a decision on whether or not | |||||||
to elect or re-elect a director. | |||||||
1.3 | A listed entity should have a written | Not Applicable | þ | ||||
agreement with each director and senior | |||||||
executive setting out the terms of their | an explanation | ||||||
appointment. | why that is so in | ||||||
our Corporate | |||||||
Governance | |||||||
Statement | |||||||
at Section 1.3 | |||||||
1.4 | The company secretary of a listed entity | … the fact that we follow this recommendation: | Not Applicable | ||||
should be accountable directly to the board, | þ in our Corporate Governance Statement | ||||||
through the chair, on all matters to do with | |||||||
the proper functioning of the board. | at Section 1.4 | ||||||
1.5 | A listed entity should: | … the fact that we have a diversity policy that | þ | ||||
(a) have a diversity policy which includes | complies with paragraph (a): | ||||||
an explanation | |||||||
requirements for the board or a relevant | Not Applicable | ||||||
committee of the board to set | … and the measurable objectives for achieving | why that is so in | |||||
measurable objectives for achieving | our Corporate | ||||||
gender diversity set by the board or a relevant | |||||||
gender diversity and to assess annually | Governance | ||||||
committee of the board in accordance with our | |||||||
both the objectives and the entity's | Statement | ||||||
diversity policy and our progress towards | |||||||
progress in achieving them; | at Section 1.5 | ||||||
achieving them: | |||||||
(b) | disclose that policy or a summary of it; | ||||||
Not Applicable | |||||||
and | |||||||
… and the information referred to in paragraphs | |||||||
(c) disclose as at the end of each reporting | |||||||
(c)(1) or (2): | |||||||
period the measurable objectives for | |||||||
achieving gender diversity set by the | þ in our Corporate Governance Statement | ||||||
board or a relevant committee of the | |||||||
board in accordance with the entity's | at Section 1.5 | ||||||
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 | |||||||
(2) if the entity is a "relevant employer" | |||||||
under the Workplace Gender | |||||||
Equality Act, the entity's most | |||||||
recent "Gender Equality | |||||||
Indicators", as defined in and | |||||||
published under that Act. |
2019 CORPORATE GOVERNANCE | 2
KEY TO CORPORATE GOVERNANCE DISCLOSURES | BENTLEY CAPITAL LIMITED | |||||
A.B.N. 87 008 108 218 | ||||||
Corporate Governance Council | We have followed the recommendation in full for the | We have NOT | ||||
recommendation | whole of the period above. We have disclosed … | followed the | ||||
recommendation in | ||||||
full for the whole of | ||||||
the period above. We | ||||||
have disclosed … | ||||||
1.6 | A listed entity should: | … the evaluation process referred to in paragraph | Not Applicable | |||
(a) have and disclose a process for | (a): | |||||
periodically evaluating the performance | … and the information referred to in paragraph (b): | |||||
of the board, its committees and | þ in our Corporate Governance Statement | |||||
individual directors; and | ||||||
(b) disclose, in relation to each reporting | at Section 1.6 | |||||
period, whether a performance | ||||||
evaluation was undertaken in the | ||||||
reporting period in accordance with | ||||||
that process. | ||||||
1.7 | A listed entity should: | … the evaluation process referred to in paragraph | Not Applicable | |||
(a) have and disclose a process for | (a): | |||||
periodically evaluating the performance | … and the information referred to in paragraph (b): | |||||
of its senior executives; and | þ in our Corporate Governance Statement | |||||
(b) disclose, in relation to each reporting | ||||||
period, whether a performance | at Section 1.7 | |||||
evaluation was undertaken in the | ||||||
reporting period in accordance with | ||||||
that process. | ||||||
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE | ||||||
2.1 | The board of a listed entity should: | If the entity complies with paragraph (a): | þ | |||
(a) have a nomination committee which: | … the fact that we have a nomination committee | |||||
(1) | has at least three members, a | that complies with paragraphs (1) and (2): | an explanation why | |||
majority of whom are independent | Not Applicable | that is so in our | ||||
Corporate | ||||||
directors; and | … and a copy of the charter of the committee: | |||||
Governance | ||||||
(2) | is chaired by an independent | |||||
Not Applicable | Statement | |||||
director, | ||||||
… and the information referred to in paragraphs (4) | at Section 2.2 | |||||
and disclose: | ||||||
and (5): | refer also: | |||||
(3) the charter of the committee; | ||||||
Not Applicable | Remuneration | |||||
(4) the members of the committee; and | ||||||
If the entity complies with paragraph (b): | Committee Charter | |||||
(5) as at the end of each reporting | ||||||
… the fact that we do not have a nomination | ||||||
period, the number of times the | ||||||
committee and the processes we employ to address | ||||||
committee met throughout the | ||||||
board succession issues and to ensure that the board | ||||||
period and the individual | ||||||
has the appropriate balance of skills, knowledge, | ||||||
attendances of the members at | ||||||
those meetings; or | experience, independence and diversity to enable it | |||||
(b) if it does not have a nomination | to discharge its duties and responsibilities | |||||
effectively: | ||||||
committee, disclose that fact and the | ||||||
þ in our Corporate Governance Statement | ||||||
processes it employs to address board | ||||||
succession issues and to ensure that the | at Section 2.2 | |||||
board has the appropriate balance of | ||||||
skills, knowledge, experience, | ||||||
independence and diversity to enable it | ||||||
to discharge its duties and | ||||||
responsibilities effectively. | ||||||
2.2 | A listed entity should have and disclose a | … our board skills matrix: | Not Applicable | |||
board skills matrix setting out the mix of | þ in our Corporate Governance Statement | |||||
skills and diversity that the board | ||||||
currently has or is looking to achieve in its | at Section 2.3 | |||||
membership. | ||||||
2.3 | A listed entity should disclose: | … the names of the directors considered by the | Not Applicable | |||
(a) the names of the directors considered by | board to be independent directors: | |||||
the board to be independent directors; | þ in our Corporate Governance Statement | |||||
(b) if a director has an interest, position, | at Section 2.7 | |||||
association or relationship of the type | ||||||
… and where applicable, the information referred to | ||||||
described in Box 2.3 but the board is of | ||||||
the opinion that it does not compromise | in paragraph (b): | |||||
the independence of the director, the | Not Applicable | |||||
nature of the interest, position, | ||||||
association or relationship in question | … and the length of service of each director: | |||||
and an explanation of why the board is | ||||||
þ in our Corporate Governance Statement | ||||||
of that opinion; and | ||||||
(c) the length of service of each director. | at Sections 1.3, 2.4, 2.5, 2.6 and 2.7 |
2019 CORPORATE GOVERNANCE | 3
KEY TO CORPORATE GOVERNANCE DISCLOSURES | BENTLEY CAPITAL LIMITED | ||||||
A.B.N. 87 008 108 218 | |||||||
Corporate Governance Council | We have followed the recommendation in full for the | We have NOT | |||||
recommendation | whole of the period above. We have disclosed … | followed the | |||||
recommendation in | |||||||
full for the whole of | |||||||
the period above. We | |||||||
have disclosed … | |||||||
2.4 | A majority of the board of a listed entity | … the fact that we follow this recommendation: | þ | ||||
should be independent directors. | Not Applicable | ||||||
an explanation why | |||||||
that is so in our | |||||||
Corporate | |||||||
Governance | |||||||
Statement | |||||||
at Sections 2.1 and | |||||||
2.7 | |||||||
2.5 | The chair of the board of a listed entity | … the fact that we follow this recommendation: | þ | ||||
should be an independent director and, in | Not Applicable | ||||||
particular, should not be the same person as | an explanation why | ||||||
the CEO of the entity. | that is so in our | ||||||
Corporate | |||||||
Governance | |||||||
Statement | |||||||
at Sections 2.4 and | |||||||
2.7 | |||||||
2.6 | A listed entity should have a program for | … the fact that we follow this recommendation: | Not Applicable | ||||
inducting new directors and provide | þ in our Corporate Governance Statement | ||||||
appropriate professional development | |||||||
opportunities for directors to develop and | at Section 2.8 | ||||||
maintain the skills and knowledge needed | |||||||
to perform their role as directors effectively. | |||||||
PRINCIPLE 3 - ACT ETHICALLY AND RESPONSIBLY | |||||||
3.1 | A listed entity should: | … our code of conduct or a summary of it: | Not Applicable | ||||
(a) | have a code of conduct for its | þ in our Corporate Governance Statement | |||||
directors, senior executives and | |||||||
employees; and | at Section 3.1 | ||||||
(b) | disclose that code or a summary of | and at this location: | |||||
it. | http://bel.com.au/corporate-governance | ||||||
PRINCIPLE 4 - SAFEGUARD INTEGRITY IN CORPORATE REPORTING | |||||||
4.1 | The board of a listed entity should: | If the entity complies with paragraph (a): | þ | ||||
(a) | have an audit committee which: | … the fact that we have an audit committee that | |||||
(1) | has at least three members, all of | complies with paragraphs (1) and (2): | an explanation why | ||||
whom are non-executive directors | Not Applicable | that is so in our | |||||
Corporate | |||||||
and a majority of whom are | … and a copy of the charter of the committee: | ||||||
Governance | |||||||
independent directors; and | |||||||
þ at this location: | Statement | ||||||
(2) is chaired by an independent | |||||||
at Section 4.1 | |||||||
director, who is not the chair of the | http://bel.com.au/corporate-governance | ||||||
board, | |||||||
… and the information referred to in paragraphs (4) | |||||||
and disclose: | |||||||
and (5): | |||||||
(3) | the charter of the committee; | ||||||
þ at this location: | |||||||
(4) | the relevant qualifications and | ||||||
experience of the members of the | in 2019 Annual Report | ||||||
committee; and | |||||||
If the entity complies with paragraph (b): | |||||||
(5) | in relation to each reporting period, | ||||||
… the fact that we do not have an audit committee | |||||||
the number of times the committee | |||||||
met throughout the period and the | and the processes we employ that independently | ||||||
individual attendances of the | verify and safeguard the integrity of our | ||||||
members at those meetings; or | corporate reporting, including the processes for | ||||||
(b) if it does not have an audit committee, | the appointment and removal of the external | ||||||
disclose that fact and the processes it | auditor and the rotation of the audit engagement | ||||||
employs that independently verify and | partner: | ||||||
safeguard the integrity of its corporate | Not Applicable | ||||||
reporting, including the processes for | |||||||
the appointment and removal of the | |||||||
external auditor and the rotation of the | |||||||
audit engagement partner. | |||||||
2019 CORPORATE GOVERNANCE | 4
KEY TO CORPORATE GOVERNANCE DISCLOSURES | BENTLEY CAPITAL LIMITED | ||||
A.B.N. 87 008 108 218 | |||||
Corporate Governance Council | We have followed the recommendation in full for the | We have NOT | |||
recommendation | whole of the period above. We have disclosed … | followed the | |||
recommendation in | |||||
full for the whole of | |||||
the period above. We | |||||
have disclosed … | |||||
4.2 | The board of a listed entity should, before it | … the fact that we follow this recommendation: | Not Applicable | ||
approves the entity's financial statements | þ in our Corporate Governance Statement | ||||
for a financial period, receive from its CEO | |||||
and CFO a declaration that, in their | at Section 4.2 | ||||
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 AGM should | … the fact that we follow this recommendation: | Not Applicable | ||
ensure that its external auditor attends its | þ in our Corporate Governance Statement | ||||
AGM and is available to answer questions | |||||
from security holders relevant to the audit. | at Sections 4.3 | ||||
PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE | |||||
5.1 | A listed entity should: | … our continuous disclosure compliance policy or a | Not Applicable | ||
(a) have a written policy for complying | summary of it: | ||||
with its continuous disclosure | þ in our Corporate Governance Statement | ||||
obligations under the Listing Rules; | |||||
and | at Section 5.1 | ||||
(b) disclose that policy or a summary of it. | |||||
PRINCIPLE 6 - RESPECT THE RIGHTS OF SECURITY HOLDERS | |||||
6.1 | A listed entity should provide information | … information about us and our governance on our | Not Applicable | ||
about itself and its governance to investors | website: | ||||
via its website. | þ in our Corporate Governance Statement | ||||
at Section 6.1 | |||||
and at these locations: | |||||
http://bel.com.au | |||||
http://bel.com.au/about-us | |||||
http://bel.com.au/investment-mandate | |||||
http://bel.com.au/corporate-governance | |||||
6.2 | A listed entity should design and | … the fact that we follow this recommendation: | Not Applicable | ||
implement an investor relations program | þ in our Corporate Governance Statement | ||||
to facilitate effective two-way | |||||
communication with investors. | at Section 6.2 | ||||
6.3 | A listed entity should disclose the policies | … our policies and processes for facilitating and | Not Applicable | ||
and processes it has in place to facilitate | encouraging participation at meetings of security | ||||
and encourage participation at meetings of | holders: | ||||
security holders. | þ in our Corporate Governance Statement | ||||
at Section 6.3 | |||||
6.4 | A listed entity should give security holders | … the fact that we follow this recommendation: | Not Applicable | ||
the option to receive communications from, | þ in our Corporate Governance Statement | ||||
and send communications to, the entity and | |||||
its security registry electronically. | at Section 6.4 | ||||
2019 CORPORATE GOVERNANCE | 5
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original document
- Permalink
Disclaimer
Bentley Capital Limited published this content on 22 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 October 2019 09:04:05 UTC