APPENDIX 4GListing Rules 4.7.3 and 4.10.31

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity:

THORNEY OPPORTUNITIES LTD

ABN / ARBN:

Financial year ended:

41 080 167 264

30 JUNE 2019

Our corporate governance statement2 for the above period above can be found at:3

  • This URL on our website: thorneyopportunities.com.au/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 13 August 2019 and has been approved by the board. The annexure includes a key to where our corporate governance disclosures can be located.

Date:

13 August 2019

Name of Secretary authorising lodgement:

Craig Smith ACIS CPA

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.

  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.
  2. 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.

Page 1

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation

We have followed the recommendation in full for

We have NOT followed the

the whole of the period above. We have disclosed

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:

(a)

the respective roles and responsibilities

☒ in our Corporate Governance Statement under

of its board and management; and

Principle 1

(b)

those matters expressly reserved to the

… and information about the respective roles and

board and those delegated to

responsibilities of our board and management

management.

(including those matters expressly reserved to the

board and those delegated to management):

☒ in our Corporate Governance Statement under

Principle 1

1.2

A listed entity should:

… the fact that we follow this recommendation:

(a)

undertake appropriate checks before

☒ in our Corporate Governance Statement under

appointing a person, or putting forward

Principle 1

to security holders a candidate for

☒ in our Notice of AGM which will be available in

election, as a director; and

(b)

provide security holders with all

October 2019

material information in its possession

www.thorneyopportunities.com.au

relevant to a decision on whether or not

to elect or re-elect a director.

1.3

A listed entity should have a written

… the fact that we follow this recommendation:

agreement with each director and senior

☒ in our Corporate Governance Statement under

executive setting out the terms of their

Principle 1

appointment.

☒ in our 2019 Remuneration report (Audited)

contained within the Directors' report and

Financial Statements

1.4

The company secretary of a listed entity

… the fact that we follow this recommendation:

should be accountable directly to the board,

☒ in our Corporate Governance Statement under

through the chair, on all matters to do with the

proper functioning of the board.

Principle 1

☒ in our Thorney Opportunities Ltd Board Charter

(page 5)

thorneyopportunities.com.au/TOP_Board_Charter_v2.

pdf

Page 2

Corporate Governance Council recommendation

We have followed the recommendation in full for

We have NOT followed the

the whole of the period above. We have disclosed

recommendation in full for

…

the whole of the period

above. We have disclosed …

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT (CONTINUED)

1.5

A listed entity should:

☒ an explanation why that

(a)

have a diversity policy which includes

is so in our Corporate

requirements for the board or a

Governance Statement

relevant committee of the board to set

Principle 1 Diversity

measurable objectives for achieving

gender diversity and to assess annually

both the objectives and the entity's

progress in achieving them;

(b)

disclose that policy or a summary of it;

and

(c)

disclose as at the end of each reporting

period the measurable objectives for

achieving gender diversity set by the

board or a relevant committee of the

board in 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 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 paragraph (a):

(a)

have and disclose a process for

☒ in our Corporate Governance Statement under

periodically evaluating the performance

of the board, its committees and

Principle 1

individual directors; and

… and the information referred to in paragraph (b):

(b)

disclose, in relation to each reporting

period, whether a performance

☒ in our Corporate Governance Statement under

evaluation was undertaken in the

Principle 1

reporting period in accordance with that

process.

1.7

A listed entity should:

☒ an explanation why that

(a)

have and disclose a process for

is so in our Corporate

periodically evaluating the performance

Governance Statement

of its senior executives; and

Principle 1

(b)

disclose, in relation to each reporting

period, whether a performance

evaluation was undertaken in the

reporting period in accordance with that

process.

Page 3

Corporate Governance Council recommendation

We have followed the recommendation in full for

We have NOT followed the

the whole of the period above. We have disclosed

recommendation in full for

…

the whole of the period

above. We have disclosed …

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

2.1

The board of a listed entity should:

[If the entity complies with paragraph (b):]

(a)

have a nomination committee which:

… the fact that we do not have a nomination committee

(1) has at least three members, a

and the processes we employ to address board

majority of whom are

succession issues and to ensure that the board has

independent directors; and

the appropriate balance of skills, knowledge,

(2) is chaired by an independent

experience, independence and diversity to enable it to

discharge its duties and responsibilities effectively:

director,

☒ in our Corporate Governance Statement

and disclose:

Principle 2

(3) the charter of the committee;

(4) the members of the committee;

and

(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

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

… our board skills matrix:

board skills matrix setting out the mix of

☒ in our Corporate Governance Statement under

skills and diversity that the board currently

has or is looking to achieve in its

Principle 2

membership.

☒ in our 2019 Annual Report contained within the

Directors' report

2.3

A listed entity should disclose:

… the names of the directors considered by the board

(a) the names of the directors

to be independent directors:

considered by the board to be

☒ in our Corporate Governance Statement under

independent directors;

Principle 2

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

association or relationship of the type

… and, where applicable, the information referred to in

described in Box 2.3 but the board is

paragraph (b):

of the opinion that it does not

☒ in our Corporate Governance Statement under

compromise the independence of the

director, the nature of the interest,

Principle 2

position, association or relationship

… and the length of service of each director:

in question and an explanation of

why the board is of that opinion; and

☒ in our Corporate Governance Statement under

(c)

the length of service of each director.

Principle 2

Page 4

Corporate Governance Council recommendation

We have followed the recommendation in full for

We have NOT followed the

the whole of the period above. We have disclosed

recommendation in full for

…

the whole of the period

above. We have disclosed …

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE (CONTINUED)

2.4

A majority of the board of a listed entity

☒ an explanation why that

should be independent directors.

is so in our Corporate

Governance Statement

under Principle 2

2.5

The chair of the board of a listed entity

☒ an explanation why that

should be an independent director and, in

is so in our Corporate

particular, should not be the same person

Governance Statement

as the CEO of the entity.

under Principle 2

2.6

A listed entity should have a program for

☒ an explanation why that

inducting new directors and provide

is so in our Corporate

appropriate professional development

Governance Statement

opportunities for directors to develop and

under Principle 2

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:

(a) have a code of conduct for its

☒ in our Corporate Governance Statement under

directors, senior executives and

Principle 3

employees; and

☒ in our Thorney Opportunities Ltd Code of

(b) disclose that code or a summary of

it.

Conduct

thorneyopportunities.com.au/TOP_Code_of_Conduct_v2

PRINCIPLE 4 - SAFEGUARD INTEGRITY IN CORPORATE REPORTING

4.1

The board of a listed entity should:

☒ an explanation why that

(a) have an audit committee which:

is so in our Corporate

(1) has at least three members, all

Governance Statement

of whom are non-executive

under Principle 4 Audit

directors and a majority of whom

Committee

are independent directors; and

(2) is chaired by an independent

director, who is not the chair of

the board,

and disclose:

(3) the charter of the committee;

(4) the relevant qualifications and

experience of the members of

the committee; and

(5) in relation to each reporting

period, the number of times the

committee met throughout the

period and the individual

attendances of the members at

those meetings; or

(b) if it does not have an audit

committee, disclose that fact and the

processes it employs that

independently verify and safeguard

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.

Page 5

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Thorney Opportunities Limited published this content on 13 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 August 2019 09:36:01 UTC