BKI Investment : 2022 Corporate Governance Statement

For personal use only

BKI INVESTMENT COMPANY LIMITED

CORPORATE GOVERNANCE STATEMENT

The Board of BKI Investment Company Limited (the Company) are committed to achieving and demonstrating the highest standards of corporate governance, and corporate governance arrangements for the Company are set by the Board having regard to the Corporate Governance Principles and Recommendations 4thd Edition set by the ASX Corporate Governance Council ('the ASX Principles and Recommendations"). Unless otherwise stated, the company complies with the ASX Principles and Recommendations.

The information in this statement is current as at 19 July 2022 and has been approved by the Board.

Principle 1 - Lay solid foundations for management and oversight

A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their performance.

Recommendation	Status
1.1	A listed entity should have and disclose a board charter
	setting out:	The Company has a board charter that
	(a) the respective roles and responsibilities of its board and	discloses this information. The Board
	management; and	Charter is available at:
		http://bkilimited.com.au/about-
		us/corporate-governance/#board
	(b) those matters expressly reserved to the board and those	The Company has a board charter that
	delegated to management.	discloses this information. The Board
		Charter is available at:
		http://bkilimited.com.au/about-
		us/corporate-governance/#board

1.2	A listed entity should:
	(a) undertake appropriate checks before appointing a director or	The entity does not employ executives.
	senior executive, or putting someone forward for election as a	The Company's Policy & Procedure for
	director; and	Selection and Appointment of Directors
		includes a requirement for appropriate
		checks, and is available at:
		http://bkilimited.com.au/about-
		us/corporate-governance/#selection
	(b) provide security holders with all material information in its	The Company has complied with this
	possession relevant to a decision on whether or not to elect or	requirement each year since listing in
	re-elect a director.	the information included in the Notice of
		Meeting issued to shareholders.
1.3	A listed entity should have a written agreement with each	Contracts confirming appointment are in
	director and senior executive setting out the terms of their	place for each Director.
	appointment.
1.4	The company secretary of a listed entity should be accountable	The Company Secretary is accountable
	directly to the board, through the chair, on all matters to do with	directly to the Board.
	the proper functioning of the board

1.5	A listed entity should:
	(a) have and disclose a diversity policy;	The Company's Diversity Policy is
		available at:
		http://bkilimited.com.au/about-
		us/corporate-governance/#diversity
	(b) through its board or a committee of the board set	The Company continues to have no
	measurable objectives for achieving gender diversity in the	employees and while new Director Ms
	composition of its Board, senior executives and workforce	Clarke was appointed in January 2022,
	generally; and	the Board did not set measurable
		objectives for gender diversity for FY22.

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BKI INVESTMENT COMPANY LIMITED

CORPORATE GOVERNANCE STATEMENT

	Recommendation	Status
	(c) disclose in relation to each reporting period	The Company has a Report on Diversity
	(1) the measurable objectives set for that period for	disclosing each of these requirements.
only	The Report on Diversity is available at:
achieving gender diversity	http://bkilimited.com.au/about-
(2) the entity's progress towards achieving those	us/corporate-
	objectives, and	governance/#diversityreport
	(3) either:
	(A) the respective proportions of men and women on
	the board, in senior executive positions and across
	the whole workforce (including how the entity has
	defined "senior executive" for these purposes); or
use	(B) 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.

	1.6	A listed entity should:
		(a) have and disclose a process for periodically evaluating the	The Board Charter contains provisions
		performance of the board, its committees and individual	that govern the annual performance
		directors; and	evaluation of the Board.
personalFor	(b) disclose for each reporting period, whether a performance	A performance evaluation was
evaluation has been undertaken in accordance with that	undertaken in accordance with that
process during or in respect of that period	process in respect of 2022FY.

1.7	A listed entity should:
	(a) have and disclose a process for periodically evaluating the	The process for evaluating the
	performance of its senior executives at least once every	performance of Key Management
	Personnel is outlined in the
	reporting period; and
	Remuneration Report included in the
		Annual Report.
	(b) disclose for each reporting period whether a performance	A performance evaluation for Key
	evaluation has been undertaken in accordance with that	Management Personnel was undertaken
	process during or in respect of that period.	in accordance with that process in
	respect of 2022FY.

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For personal use only

BKI INVESTMENT COMPANY LIMITED

CORPORATE GOVERNANCE STATEMENT

Principle 2 - Structure the board to be effective and add value

The Board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the industry in which it operates, to enable it to discharge its duties effectively and to add value.

Recommendation		Status
2.1	The board of a listed entity should:
	(a) have a nomination committee which:		(1) The Company has a nomination
	(1) has at least three members, a majority of whom are		committee with at least three members
		and for 2022, the majority is
	independent directors; and		independent. (Whether the majority is or
	(2) is chaired by an independent director,		is not independent will vary each year
		depending on the Directors up for re-
	and disclose:		election.)
	(3) the charter of the committee;		(2) The Committee Chair is not
	(4) the members of the committee; and		independent.
		(3) The Committee Charter is located
	(5) as at the end of each reporting period, the number of		at:
	times the committee met throughout the period and the		http://bkilimited.com.au/about-
	individual attendances of the members at those
		us/corporate-governance/#nominations
	meetings; or		(4) & (5) The committee members and
			details of meetings held are included in
			the 2022 Annual Report.
	(b) if it does not have a nomination committee, disclose that
	fact and the processes it employs to address board
	succession issues and to ensure that the board has the
	appropriate balance of skills, knowledge, experience,
	independence and diversity to enable it to discharge its
	duties and responsibilities effectively.
2.2	A listed entity should have and disclose a board skills matrix		The skills matrix is detailed in the Policy
	setting out the mix of skills that the board currently has or is		& Procedure for Selection and
	looking to achieve in its membership.		Appointment of Directors, which is
			located at:
			http://bkilimited.com.au/about-
			us/corporate-governance/#selection
2.3	A listed entity should disclose:
	(a) the names of the directors considered by the board to be		During the year, five Directors formed
	independent directors;		the Board. The Board has assessed
		each Director against the criteria of
			independence set out in the Board
			Charter and also the ASX Principles
			and Recommendations and concluded
			that Mr Hall, Mr Huntley and Ms Clarke
			are independent.
			While Mr Millner and Mr Payne are not
			defined as independent, the Board
			considers them to be acting
			independently and in the best interests
			of the Group.
			Refer disclosure on independence on
			page 4 of this document and in the
			2022 Annual Report.

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For personal use only

BKI INVESTMENT COMPANY LIMITED

CORPORATE GOVERNANCE STATEMENT

Recommendation	Status
	(b) if a director has an interest, position, association or	Refer following disclosure on
	relationship of the type described in Box 2.3 but the board	independence.
	is of the opinion that it does not compromise the
	independence of the director, the nature of the interest,
	position, or relationship in question and an explanation of
	why the board is of that opinion; and
	(c) the length of service of each director.	Disclosed in the 2022 Annual Report.
2.4	A majority of the board of a listed entity should be independent	The Board comprises of a majority of
	directors.	Directors who are independent.
2.5	The chair of the board of a listed entity should be an independent	The Chair, Mr Millner, is not the CEO of
	director and, in particular, should not be the same person as the	the entity, but is not an independent
	CEO of the entity.	Director- refer following disclosure on
		independence.
2.6	A listed entity should have a program for inducting new directors	The program for induction is outlined in
	and for periodically reviewing whether there is a need for existing	the Policy & Procedure for Selection
	directors to undertake professional development to maintain the	and Appointment of Directors, which is
	skills and knowledge needed to perform their role as directors	located at:
	effectively.	http://bkilimited.com.au/about-
		us/corporate-governance/#selection
		The Nomination Committee considers
		the Board Skills Matrix at least annually
		to ensure the board as a whole and
		individual Directors possess skills
		required by the Company, and the
		entire Board discusses developments in
		accounting and compliance
		requirements on an ongoing basis.

Director Independence

Mr Millner, although meeting other criteria and bringing independent judgement to bear on his role, is not defined as independent, primarily due to the fact that he is an officer of Washington H. Soul Pattinson and Company Limited, which is a substantial shareholder of the Company.

Mr Payne, although meeting other criteria and bringing independent judgement to bear on his role, is not defined as independent, primarily due to the fact that he was Chief Financial Officer of Brickworks Limited for 13 years until September 2016 and continues to provide services to that Company. Brickworks Limited is an associated entity of Washington H. Soul Pattinson and Company Limited, a substantial shareholder of the Company.

In relation to Director independence, materiality is determined on both quantitative and qualitative bases. An amount of over 5% of annual turnover of the Group is considered material. In addition, a transaction of any amount or a relationship is deemed material if knowledge of it impacts the shareholders' understanding of the Director's performance.

Recommendation 2.5 has not been followed because the Board believes that all Directors exercise and bring to bear an unfettered and independent judgement towards their duties. BKI listed on the Australian Stock Exchange on 12 December 2003 to take over the investment portfolio of Brickworks Limited and, given their long standing association with the BKI Portfolio, the Board is satisfied that Mr Millner and Mr Payne play an important role in the continued success and performance of the Group.

In accordance with the Corporations Act 2001, any member of the Board who has an interest that could conflict with those of the Company must inform the Board. Where the Board considers that a significant conflict exists, the Board will exercise its discretion as to whether the Director concerned should remain in the meeting but be required to refrain both from participating in the relevant discussion and voting on any matter relating to the conflict, or whether the Director concerned should remove themself from the meeting while the matter is considered.

Mr Millner and Mr Payne do not meet the criteria for independence in accordance with the ASX Principles and Recommendations, however, for the reasons stated above they can be considered to be acting independently and in the best interest of the Group in the execution of their duties.

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BKI INVESTMENT COMPANY LIMITED

CORPORATE GOVERNANCE STATEMENT

Principle 3: Instil a culture of acting lawfully, ethically and responsibly

A listed entity should instil and continually reinforce a culture across the organisation of acting lawfully, ethically and responsibly.

Recommendation	Status
3.1	A listed entity should articulate and disclose its values	The Company's Value Statement is
		available at:
		https://bkilimited.com.au/about-
		us/corporate-governance/#value

only	3.2	A listed entity should:
	(a)	have and disclose a code of conduct for its directors, senior	The Code of Conduct is available at:
		executives and employees; and	https://bkilimited.com.au/about-
use				us/corporate-governance/#conduct
	(b)	ensure that the Board or a committee of the board is	There were no code breaches during
		informed of any material breaches of that code.	the year.
3.3	A listed entity should:
	(a)	have and disclose a whistleblower policy; and	The Whistleblower policy is available at:
			https://bkilimited.com.au/about-
			us/corporate-
			governance/#whistleblower
	(b)	ensure that the Board or a committee of the board is	There were no material incidents
personalFor			informed of any material incidents reported under that policy.	reported during the year.
3.4	A listed entity should:
	(a)	have and disclose an anti-bribery and corruption policy; and	The Anti-Bribery and Corruption policy
				is available at:
				https://bkilimited.com.au/about-
				us/corporate-governance/#abcpolicy
		(b)	ensure that the Board or a committee of the board is	There were no policy breaches during
			informed of any material breaches of that policy.	the year.

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