Rules 4.7.3 and 4.10.3
For personal use only
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
SCHROLE GROUP LTD
ABN/ARBN | Financial year ended: | |
27 164 440 859 | 31/12/2021 | |
Our corporate governance statement1 for the period above can be found at:2
- These pages of our annual report:
- This URL on our website: legal.schrole.edu.au.
The Corporate Governance Statement is accurate and up to date as at 25 February 2022 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.3
Date: 25 February 2022 | |
Name of authorised officer | Authorised by the Board of Schrole Group Ltd |
authorising lodgement: | |
1 "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.
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 Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council's recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.
- Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your 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.
See notes 4 and 5 below for further instructions on how to complete this form.
ASX Listing Rules Appendix 4G (current at 17/7/2020) | Page 1 |
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES
r personal use only
Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed the | Where a box below is ticked, we have NOT followed the | ||
recommendation in fullfor the wholeof the period above. We | recommendation in full for the whole of the period above. Our | |||
have disclosed this in our Corporate Governance Statement: | reasons for not doing so are:5 | |||
PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | ||||
1.1 | A listed entity should have and disclose a board charter setting | |||
out: | The Company has adopted a Board Charter setting out the roles | |||
(a) the respective roles and responsibilities of its board and | and responsibilities at: | |||
management; and | legal.schrole.edu.au | |||
(b) those matters expressly reserved to the board and those | ||||
delegated to management. | ||||
1.2 | A listed entity should: | The Company has a policy for undertaking background checks and | ||
(a) undertake appropriate checks before appointing a director or | includes police checks. | |||
senior executive or putting someone forward for election as | The annual report and notice of meetings contain all relevant | |||
a director; and | information about directors. | |||
(b) provide security holders with all material information in its | The Policy can be found at: | |||
possession relevant to a decision on whether or not to elect | legal.schrole.edu.au | |||
or re-elect a director. | ||||
1.3 | A listed entity should have a written agreement with each director | The Company has a policy for ensuring appropriate agreements | ||
and senior executive setting out the terms of their appointment. | are in place under the Remuneration and Nomination Committee | |||
Charter | ||||
1.4 | The company secretary of a listed entity should be accountable | The Company Secretary is accountable to the board under the | ||
directly to the board, through the chair, on all matters to do with | Board charter. | |||
the proper functioning of the board. | ||||
- Tick the box in this column only if you have followed the relevant recommendation in fullfor the wholeof the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with "insert location" underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert "our corporate governance statement". If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg "pages 10-12 of our annual report"). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg "www.entityname.com.au/corporate governance/charters/").
- If you have followed all of the Council's recommendations in fullfor the wholeof the period above, you can, if you wish, delete this column from the form and re-format it.
ASX Listing Rules Appendix 4G | Page 2 |
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
r personal use only
Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed the | Where a box below is ticked, we have NOT followed the |
recommendation in fullfor the wholeof the period above. We | recommendation in full for the whole of the period above. Our | |
have disclosed this in our Corporate Governance Statement: | reasons for not doing so are:5 |
1.5 A listed entity should:
(a) have and disclose a diversity policy; | The Company has adopted a diversity policy. |
- through its board or a committee of the board set
measurable objectives for achieving gender diversity in the | The Diversity Policy can be found at: |
composition of its board, senior executives and workforce | |
generally; and | legal.schrole.edu.au |
(c) disclose in relation to each reporting period: | |
(1) the measurable objectives set for that period to | However, the Company is in the process of formulating its |
achieve gender diversity; | measurable objectives. |
- the entity's progress towards achieving those objectives; and
- either:
- 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
-
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.
If the entity was in the S&P / ASX 300 Index at the | ||
commencement of the reporting period, the measurable objective | ||
for 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 specified period. | ||
1.6 | A listed entity should: | The Company has adopted a process for the performance |
(a) have and disclose a process for periodically evaluating the | evaluation of the board and directors. | |
performance of the board, its committees and individual | ||
directors; and | The Performance Evaluation Policy can be found at: | |
(b) disclose for each reporting period whether a performance | legal.schrole.edu.au | |
evaluation has been undertaken in accordance with that | ||
process during or in respect of that period. | However, the Company has not conducted a formal review this | |
period. | ||
ASX Listing Rules Appendix 4G | Page 3 |
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
r personal use only
Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed the | Where a box below is ticked, we have NOT followed the | |
recommendation in fullfor the wholeof the period above. We | recommendation in full for the whole of the period above. Our | ||
have disclosed this in our Corporate Governance Statement: | reasons for not doing so are:5 | ||
1.7 | A listed entity should: | The Company has adopted a process for the performance | |
(a) have and disclose a process for evaluating the performance | evaluation of the senior executives. | ||
of its senior executives at least once every reporting period; | |||
and | A review was undertaken during the period. | ||
(b) disclose for each reporting period whether a performance | |||
evaluation has been undertaken in accordance with that | The Performance Evaluation Policy can be found at: | ||
process during or in respect of that period. | |||
legal.schrole.edu.au | |||
ASX Listing Rules Appendix 4G | Page 4 |
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
r personal use only
Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed the | Where a box below is ticked, we have NOT followed the |
recommendation in fullfor the wholeof the period above. We | recommendation in full for the whole of the period above. Our | |
have disclosed this in our Corporate Governance Statement: | reasons for not doing so are:5 | |
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 | The board of a listed entity should: | The Company has adopted a Remuneration and Nomination | |
(a) have a nomination committee which: | Committee Charter. | ||
(1) has at least three members, a majority of whom are | |||
independent directors; and | At present the full board act as the Committee. | ||
(2) is chaired by an independent director, | |||
and disclose: | All directors other than Rob Graham are deemed to be | ||
(3) the charter of the committee; | independent | ||
(4) the members of the committee; and | |||
(5) as at the end of each reporting period, the number | The Charter can be found at: | ||
of times the committee met throughout the period | legal.schrole.edu.au | ||
and the individual attendances of the members at | |||
those meetings; or | |||
(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 Company has disclosed the skills of each Board member on | |
setting out the mix of skills that the board currently has or is | pages 5 to 7 of the annual report. | ||
looking to achieve in its membership. | |||
A copy of the Board Charter can be found on the corporate | |||
governance page on the Company's website at | |||
legal.schrole.edu.au | |||
ASX Listing Rules Appendix 4G | Page 5 |
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Schrole Group Limited published this content on 27 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 February 2022 21:20:07 UTC.