only | CORPORATE GOVERNANCE STATEMENT 2021 (REVISED EDITION 6 JULY 2022) | |
Finexia Financial Group Limited ('Finexia') is committed to the implementation and maintenance of good corporate governance practices. The Statement sets out the extent to | ||
which Finexia's Board has followed the best practice recommendations set by the ASX Corporate Governance Council 's Corporate Governance Principles and Recommendations | ||
(ASX 4th Edition) during the financial year ended 30 June 2021. | ||
use | The Statement is approved and authorised by the Board. | |
The Statement and Corporate Governance policies, which includes below, are posted on the Finexia website: www.finexia.com.au | ||
- | Board Charter | |
- Board Performance Evaluation Policy | ||
personal | - | Code of Conduct |
- | Diversity Policy | |
- | Audit and Risk Management Committee Charter | |
- Remuneration and Nomination Committee Charter | ||
- | Security Trading Policy | |
- | Continuous Disclosure Policy | |
- | Shareholder Communications Policy |
ACN 106 760 418 | |
www.finexia.com.au | 1 |
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ASX BEST PRACTICE RECOMMENDATIONS
Principal | Recommendation | Compliance | Comment |
No. | |||
only | 1. | LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||||
1.1 | A listed entity should have and disclose a | Complies | The Board's responsibilities are set out in the Company's Board Charter. Finexia Financial Group Limited's (Finexia) | ||||
Board charter setting out: | Board Charter is set out in the Corporate Governance Policy. The Board Charter discloses the specific responsibilities | ||||||
• the respective roles and | of the Board and provides that the Board shall delegate responsibility for the day-to-day operations and administration | ||||||
of Finexia to the Executive Director. | |||||||
responsibilities of its board and | |||||||
management; and | |||||||
• those matters expressly reserved to | |||||||
the board and those delegated to | |||||||
management. | |||||||
use | |||||||
1.2 | A listed entity should: | Complies | The Board's responsibilities in relation to director appointments are set out in the Company's Board Charter. Finexia's | ||||
• undertake appropriate checks before | Board Charter is set out in the Corporate Governance Policy. Appropriate checks include character, experience, | ||||||
appointing a director or senior | education history and background including bankruptcy checks and police checks as part of the process. | ||||||
executive or putting someone forward | All employees of Finexia Financial Group are subjected to appropriate checks before being made an offer of | ||||||
personalr | for election, as a director; and | employment, including a National Police Check. | |||||
• provide security holders with all | All relevant material information to a decision on whether or not to elect or re-elect a director is provided to security | ||||||
material information in its possession | holders in the Notice of Meeting containing the resolution to re-elect a Director. | ||||||
relevant to a decision on whether or | |||||||
not to elect or re-elect a director. | |||||||
1.3 | A listed entity should have a written | Complies | Finexia has entered into such agreements with each Director and senior executive. | ||||
agreement with each director and senior | |||||||
executive setting out the terms of their | |||||||
appointment. | |||||||
ACN 106 760 418 | |||||||
www.finexia.com.au | 2 |
Principal | Recommendation | Compliance | Comment | |||||||
No. | ||||||||||
1.4 | The Company Secretary of a listed entity | Complies | The Company Secretary has a direct reporting line and is accountable to the Board through the Chair. | |||||||
only | should be 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: | Does not | The Company is committed to the principle of equal opportunity for all employees at all levels of employment within the | |||||||
a) have and disclose a Diversity Policy; | comply | Company and this is reflected in the Diversity Policy. The policy includes requirements for the Board to establish | ||||||||
measurable objectives for achieving gender diversity and for the Board to assess annually both the objectives and progress | ||||||||||
b) through its board or a committee of | in achieving them. | |||||||||
use | the board set measurable objectives | The Company recognises that a talented and diverse workforce is a key competitive advantage. The Company is | ||||||||
for achieving gender diversity in the | ||||||||||
committed to developing a workplace that promotes diversity. The Company's policy is to recruit and manage its workforce | ||||||||||
composition of its | board, senior | |||||||||
based on merit, competence and performance regardless of age, nationality, race, gender, religious beliefs, sexuality, | ||||||||||
executives and workforce generally; | ||||||||||
physical ability or cultural background. | ||||||||||
and | ||||||||||
c) disclose in relation to each reporting | The Board did not set measurable gender diversity objectives for the past financial year with respect to recommendation | |||||||||
1.5(c). The Board does not disclose the progress towards meeting the Policy's diversity targets at the end of each reporting | ||||||||||
period: | ||||||||||
period. It is the Board's intention to formalise this disclosure at a time when the size of the Company and its activities warrant | ||||||||||
1. | the | measurable | objectives | set | such disclosures. The Company's position is reviewed annually by the Board. | |||||
personalr | for the period to achieve gender | |||||||||
diversity; | ||||||||||
2. the | entity's progress towards | |||||||||
achieving those objectives; and | ||||||||||
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 | ||||||||||
ACN 106 760 418 | ||||||||||
www.finexia.com.au | 3 |
Principal | Recommendation | Compliance | Comment | ||||||||
No. | |||||||||||
B. if the entity is a "relevant | |||||||||||
only | employer" | under | the | ||||||||
Workplace | Gender | ||||||||||
Equality | Act, | the | entity's | ||||||||
most | recent | "Gender | |||||||||
Equality | Indicators", | as | |||||||||
defined under that Act. | |||||||||||
If the entity was in the S&P/ASX 300 Index | |||||||||||
at the commencement of the reporting | |||||||||||
period, | the measurable | objective | for | ||||||||
use | achieving gender diversity in the | ||||||||||
composition of its board should be to have | |||||||||||
not less than 30% of its directors of each | |||||||||||
gender within a specific period. | |||||||||||
1.6 | A listed entity should: | Does not | The Chairman conducts an informal review during the financial year whereby the performance of the Board as a whole | ||||||||
(a) | have and disclose a process | Comply | and the individual contributions of each director are reviewed. The Board considers that at this stage of the Company's | ||||||||
development this informal process is appropriate. | |||||||||||
for periodically evaluating the | |||||||||||
personalr | performance of the board, its | ||||||||||
committees and individual directors; | |||||||||||
and | |||||||||||
(b) | disclose for each reporting | The Company does not disclose in each reporting period whether a performance evaluation has taken place. It is the | |||||||||
Board's intention to formalise this disclosure at a time when the size of the Company and its activities warrant such | |||||||||||
period whether a performance | |||||||||||
disclosures. | |||||||||||
evaluation was undertaken in | |||||||||||
accordance with that process or in | |||||||||||
respect of that period. | |||||||||||
ACN 106 760 418 | |||||||||||
www.finexia.com.au | 4 |
Principal
No.
Recommendation | Compliance | Comment |
1.7
only
A listed entity should:
- have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and
- disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.
Does not | The Board meets annually to review the performance of executives. All senior executives' performance is assessed |
Comply | against the performance of the Company as a whole and against agreed performance indicators and targets. |
The Company does not disclose in each reporting period whether a performance evaluation has taken place. It i s the | |
Board's intention to formalise this disclosure at a time when the size of the Company and its activities warrant such | |
disclosures. | |
2. | STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE | ||||
2.1 | The board of a listed entity should: | Does not | The Company does not have a nomination committee. | ||
use | (a) have a nomination committee which: | Comply | The Board considers that the Company is not currently of a size, nor are its affairs of such complexity, to justify the formation | ||
(1) has at least three members, a | of separate or special committees at this time. The Board is able to address the governance aspects of the full scope of | ||||
the Company's activities and to ensure that it adheres to appropriate ethical standards. In particular, the full Board | |||||
majority of whom are independent | |||||
considers those matters that would usually be the responsibility of a nomination committee. The Board considers that no | |||||
directors; and | |||||
personalr | efficiencies or other benefits would be gained by establishing a separate nomination committee. | ||||
(2) is chaired by an independent | Retirement and rotation of Directors are governed by the Corporations Act 2001 and the Constitution of the Company. All | ||||
director, | |||||
Directors, with the exception of the Managing Director (if appointed), serve for a period of three years before they are | |||||
and disclose: | requested to retire and if eligible offer themselves for re-election. | ||||
(3) the charter of the committee; | The Board is charged with addressing succession issues, ensuring the Board has the appropriate balance of skills, | ||||
(4) the members of the committee; | experience, independence and knowledge within the Company to enable it to discharge its duties and responsibilities | ||||
effectively. It carries out these obligations through annual discussion on matters related to succession, board skills and | |||||
and | |||||
independence. | |||||
(5) 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 | |||||
ACN 106 760 418 | |||||
www.finexia.com.au | 5 |
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Finexia Financial Group Ltd. published this content on 06 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 July 2022 06:43:05 UTC.