20191022 OEQ ASX Appendix 4G - Key to Corporate Governance Disclosures - 2019

Rules 4.7.3 and 4.10.31

ASX APPENDIX 4G

Key to Disclosures

Corporate Governance Council Principles and

Recommendations

Name of entity

ORION EQUITIES LIMITED

ABN/ARBN

Financial year ended

77 000 742 843

30 June 2019

Our Corporate Governance Statement2 (CGS) for the above period above can be found at:3

  • These pages of our annual report: Not Applicable
  • This URL on our website: http://orionequities.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

Executive Director and Company Secretary

  1. 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.
  2. "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.
  3. 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

ORION EQUITIES LIMITED

A.B.N. 77 000 742 843

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation

We have followed the recommendation in full

for the whole of the period above. We have

disclosed …

We have NOTfollowed the recommendation in full for the whole ofthe 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

Not Applicable

(a) the respective roles and responsibilities

recommendation:

of its board and management; and

in our Corporate Governance

(b) those matters expressly reserved to the

Statement

board and those delegated to

at Sections 1.1 of the CGS

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

Not Applicable

(a) undertake appropriate checks before

recommendation:

appointing a person, or putting

in our Corporate Governance

forward to security holders a

Statement

candidate for election, as a director;

at Section 1.2

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

agreement with each director and senior

an explanation

executive setting out the terms of their

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

Not Applicable

should be accountable directly to the

recommendation:

board, through the chair, on all matters

in our Corporate Governance

to do with the proper functioning of the

board.

Statement

at Section 1.4

1.5

A listed entity should:

… the fact that we have a diversity policy

(a) have a diversity policy which includes

that complies with paragraph (a):

an explanation

requirements for the board or a

Not Applicable

why that is so in

relevant committee of the board to

… and the measurable objectives for

our Corporate

set measurable objectives for

achieving gender diversity set by the

Governance

achieving gender diversity and to

board or a relevant committee of the

Statement

assess annually both the objectives

board in accordance with our diversity

at Section 1.5

and the entity's progress in achieving

policy and our progress towards

them;

achieving them:

(b) disclose that policy or a summary of it;

Not Applicable

and

… and the information referred to in

(c) disclose as at the end of each

paragraphs (c)(1) or (2):

reporting period the measurable

objectives for achieving gender

in our Corporate Governance

diversity set by the board or a relevant

Statement

committee of the board in

at Section 1.5

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

2019 CORPORATE GOVERNANCE | 2

KEY TO CORPORATE GOVERNANCE DISCLOSURES

ORION EQUITIES LIMITED

A.B.N. 77 000 742 843

Corporate Governance Council recommendation

We have followed the recommendation in full

We have NOT

for the whole of the period above. We have

followed the

disclosed …

recommendation in

full for the whole of

the period above.

We have disclosed

…

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.

1.6

A listed entity should:

… the evaluation process referred to in

Not Applicable

(a) have and disclose a process for

paragraph (a):

periodically evaluating the

… and the information referred to in

performance of the board, its

paragraph (b):

committees and individual directors;

in our Corporate Governance

and

(b) disclose, in relation to each reporting

Statement

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

Not Applicable

(a) have and disclose a process for

paragraph (a):

periodically evaluating the

… and the information referred to in

performance of its senior executives;

paragraph (b):

and

in our Corporate Governance

(b) disclose, in relation to each reporting

period, whether a performance

Statement

evaluation was undertaken in the

at Section 1.7

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):

(a) have a nomination committee which:

… the fact that we have a nomination

an explanation

(1) has at least three members, a

committee that complies with

paragraphs (1) and (2):

why that is so in

majority of whom are independent

our Corporate

directors; and

Not Applicable

Governance

(2) is chaired by an independent

… and a copy of the charter of the

Statement

director,

committee:

at Section 2.2

and disclose:

Not Applicable

(3) the charter of the committee;

… and the information referred to in

(4) the members of the committee;

paragraphs (4) and (5):

and

Not Applicable

(5) as at the end of each reporting

If the entity complies with paragraph (b):

period, the number of times the

… the fact that we do not have a

committee met throughout the

nomination committee and the

period and the individual

processes we employ to address board

attendances of the members at

succession issues and to ensure that the

those meetings; or

board has the appropriate balance of

(b) if it does not have a nomination

skills, knowledge, experience,

committee, disclose that fact and the

independence and diversity to enable it

processes it employs to address board

to discharge its duties and responsibilities

succession issues and to ensure that

effectively:

the board has the appropriate

in our Corporate Governance

balance of skills, knowledge,

experience, independence and

Statement

diversity to enable it to discharge its

at Section 2.2

duties and responsibilities effectively.

2019 CORPORATE GOVERNANCE | 3

KEY TO CORPORATE GOVERNANCE DISCLOSURES

ORION EQUITIES LIMITED

A.B.N. 77 000 742 843

Corporate Governance Council recommendation

We have followed the recommendation in full

We have NOT

for the whole of the period above. We have

followed the

disclosed …

recommendation in

full for the whole of

the period above.

We have disclosed

…

2.2

A listed entity should have and disclose a

… our board skills matrix:

Not Applicable

board skills matrix setting out the mix of

in our Corporate Governance

skills and diversity that the board currently

has or is looking to achieve in its

Statement

membership.

at Section 2.3

2.3

A listed entity should disclose:

… the names of the directors considered by

Not Applicable

(a) the names of the directors considered

the board to be independent directors:

by the board to be independent

in our Corporate Governance

directors;

Statement

(b) if a director has an interest, position,

at Section 2.7

association or relationship of the type

described in Box 2.3 but the board is of

… and where applicable, the information

the opinion that it does not

referred to in paragraph (b):

compromise the independence of the

Not Applicable

director, the nature of the interest,

… and the length of service of each

position, association or relationship in

director:

question and an explanation of why

the board is of that opinion; and

in our Corporate Governance

(c) the length of service of each director.

Statement

at Sections 1.3 and 2.4 to 2.6

2.4

A majority of the board of a listed entity

… the fact that we follow this

should be independent directors.

recommendation:

Not Applicable

an explanation

why that is so in

our Corporate

Governance

Statement

at Section 2.7

2.5

The chair of the board of a listed entity

… the fact that we follow this

should be an independent director and,

recommendation:

in particular, should not be the same

Not Applicable

an explanation

person as the CEO of the entity.

why 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

Not Applicable

inducting new directors and provide

recommendation:

appropriate professional development

in our Corporate Governance

opportunities for directors to develop and

maintain the skills and knowledge

Statement

needed to perform their role as directors

at Section 2.8

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

in our Corporate Governance

directors, senior executives and

Statement

employees; and

(b) disclose that code or a summary of it.

at Section 3.1

and at this location:

http://orionequities.com.au/corporate-

governance

2019 CORPORATE GOVERNANCE | 4

KEY TO CORPORATE GOVERNANCE DISCLOSURES

ORION EQUITIES LIMITED

A.B.N. 77 000 742 843

Corporate Governance Council recommendation

We have followed the recommendation in full

We have NOT

for the whole of the period above. We have

followed the

disclosed …

recommendation in

full for the whole of

the period above.

We have disclosed

…

PRINCIPLE 4 - SAFEGUARD INTEGRITY IN CORPORATE REPORTING

4.1

The board of a listed entity should:

If the entity complies with paragraph (a):

(a) have an audit committee which:

… the fact that we have an audit

an explanation

(1) has at least three members, all of

committee that complies with

paragraphs (1) and (2):

why that is so in

whom are non-executive directors

our Corporate

and a majority of whom are

Not Applicable

Governance

independent directors; and

… and a copy of the charter of the

Statement

(2) is chaired by an independent

committee:

at Section 4.1

director, who is not the chair of the

Not Applicable

board,

… and the information referred to in

and disclose:

paragraphs (4) and (5):

(3) the charter of the committee;

Not Applicable

(4) the relevant qualifications and

If the entity complies with paragraph (b):

experience of the members of the

… the fact that we do not have an audit

committee; and

committee and the processes we employ

(5) in relation to each reporting

that independently verify and safeguard

period, the number of times the

the integrity of our corporate reporting,

committee met throughout the

including the processes for the

period and the individual

appointment and removal of the external

attendances of the members at

auditor and the rotation of the audit

those meetings; or

engagement partner:

(b) if it does not have an audit

in our Corporate Governance

committee, disclose that fact and the

processes it employs that

Statement

independently verify and safeguard

at Section 4.1

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.

4.2

The board of a listed entity should, before

… the fact that we follow this

Not Applicable

it approves the entity's financial

recommendation:

statements for a financial period, receive

in our Corporate Governance

from its CEO and CFO a declaration that,

in their opinion, the financial records of

Statement

the entity have been properly maintained

at Section 4.2

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

Not Applicable

ensure that its external auditor attends its

recommendation:

AGM and is available to answer questions

in our Corporate Governance

from security holders relevant to the audit.

Statement

at Sections 4.3 and 6.3

PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE

5.1

A listed entity should:

… our continuous disclosure compliance

Not Applicable

(a) have a written policy for complying

policy or a summary of it:

with its continuous disclosure

in our Corporate Governance

obligations under the Listing Rules; and

(b) disclose that policy or a summary of it.

Statement

at Section 5.1

2019 CORPORATE GOVERNANCE | 5

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Orion Equities 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 08:54:05 UTC