Bentley Capital : 2016 Corporate Governance Statement and Appendix 4G

Wednesday, 19 October 2016

MARKET ANNOUNCEMENT 2016 Corporate Governance Statement and ASX Appendix 4G Key to Disclosures of Corporate Governance Principles and Recommendations

Bentley Capital Limited (ASX:BEL) is pleased to attach the Company's:

• 2015/2016 Corporate Governance Statement; and

• ASX Appendix 4G (Key to Disclosures of Corporate Governance Principles and Recommendations).

The Company's 2016 Corporate Governance Statement, ASX Appendix 4G (Key to Disclosures of Corporate Governance Principles and Recommendations) and other ancillary corporate governance related documents can also be found at the following URL on the Company's Internet website: http://bel.com.au/corporate-governance

For further information:

Farooq Khan	Victor Ho
Chairman	Company Secretary
T | [phone]	T | [phone]
E | [e-mail]	E | [e-mail]

www.bel.com.au

BENTLEY CAPITAL LIMITED Level 2, 23 Ventnor Avenue, West Perth, Western Australia 6005	A.B.N. 87 008 108 218
ASX : BEL	T | [phone] F | [phone]	E | [e-mail]

INTRODUCTION

The Board of Directors is committed to maintaining high standards of safety, performance and corporate governance for Bentley Capital Limited (Company or Bentley) and the entities it controls (Group or Bentley Group). Good corporate governance is about having a set of core values and behaviours that underpin the Group's activities and ensure transparency, fair dealing and protection of the interests of stakeholders - including shareholders, personnel, suppliers and communities in which the Group operates.

The Board of Directors supports the Corporate Governance Principles and Recommendations (3rd Edition, released in March 2014) (ASX Recommendations) developed by the ASX Corporate Governance Council (Council).

The Company's practices are largely consistent with the ASX Recommendations. The Board considers that the implementation of a small number of ASX Recommendations is not appropriate, for the reasons set out below in relation to the items concerned. The Board uses its best endeavours to ensure that exceptions to the ASX Recommendations do not have a negative impact on the Company and the best interests of shareholders as a whole.

As required by the ASX Listing Rules, this Corporate Governance Statement (CGS) discloses the extent to which the Company has followed the ASX Recommendations during the 2015/2016 financial year (Reporting Period), as summarised below:

ASX Corporate Governance Principles and Recommendations	CGS Reference
Principle 1 - Lay solid foundations for management and oversight	1.1 - 1.8
Principle 2 - Structure the Board to add value	2.1 - 2.15
Principle 3 - Act ethically and responsibly	3.1
Principle 4 - Safeguard integrity in corporate reporting	4.1 - 4.3
Principle 5 - Make timely and balanced disclosure	5.1
Principle 6 - Respect the rights of security holders	6.1 - 6.4
Principle 7 - Recognise and manage risk	7.1 - 7.3
Principle 8 - Remunerate fairly and responsibly	8.1 - 8.3

The Company has also prepared an ASX Appendix 4G - Key to Corporate Governance Disclosures (which reports on the Company's compliance with each of the ASX Recommendations) - this has been lodged with the CGS on ASX and may be viewed and downloaded from the Company's website (details below).

A copy of the ASX Recommendations can be found on the ASX website at the following URL: http://www.asx.com.au/documents/asx-compliance/cgc-principles-and-recommendations-3rd-edn.pdf

The Company's latest 2016 Annual Report (and other ASX market announcements and releases) may be viewed and downloaded from the Company's website at the following URL: http://www.bel.com.au

The Corporate Governance page of the Bentley website contains most of the charters, codes and policies which are referred to in this CGS, at the following URL: http://bel.com.au/corporate-governance

The names of the Executive Chairman, the Executive Director and the Non-Executive Director currently in office and their qualifications, experience and positions in other listed companies are stated in the Company's latest 2016 Annual Report.

Approved by the Board and current as at 17 October 2016.

www.bel.com.au

BENTLEY CAPITAL LIMITED A.B.N. 87 008 108 218

Level 2, 23 Ventnor Avenue, West Perth, Western Australia 6005

ASX : BEL T | [phone] F | [phone] E | [e-mail]

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT 1. Role and Responsibilities of the Board of Directors and Senior Management

1. Board of Directors

   In general the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of the Company. The Board is also responsible for the overall corporate governance of the Company, and recognises the need for the highest standards of behaviour and accountability in acting in the best interests of the Company as a whole.

   The Board also ensures that the Company complies with all of its contractual, statutory and any other legal and regulatory obligations. The Board has the final responsibility for the successful operation of the Company. Where the Board considers that particular expertise or information is required, which is not available from within its members, appropriate external advice may be taken and reviewed prior to a final decision being made.

   Without intending to limit the general role of the Board, the principal functions and responsibilities of the Board include the matters set out below, subject to delegation to Senior Management as specified elsewhere in this Statement or as otherwise appropriate:

2. formulation and approval of the strategic direction, objectives and goals of the Company;

3. the prudential control of the Company's finances and operations and monitoring the financial performance of the Company;

4. the resourcing, review and monitoring of Senior Management and the Investment Committee;

5. ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained;

6. the identification of significant business risks and ensuring that such risks are adequately managed;

7. the timeliness, accuracy and effectiveness of communications and reporting to shareholders and the market; and

8. the establishment and maintenance of appropriate ethical standards.

9. The Board takes advice from the Audit Committee and the Remuneration Committee on matters within their respective Charters, however the Board retains final decision-making authority on those matters.

10. Senior Management

11. The role of Senior Management is to deliver the strategic direction and goals determined by the Board.

    The Board has delegated to the Executive Chairman, and through the Executive Chairman to other Senior Executives, responsibility for the day-to-day management of the Group, which includes:

12. management of the Group's operations and finances;

13. reporting to the Board on matters including the Group's operations and financial performance;

14. recommending Group strategy, budgets, plans, policies and risk management systems to the Board; and

15. determining Group policies, other than those reserved for the Board.

Senior Management may also be delegated responsibility for other matters under policies adopted by the Board.

The Company's Senior Management Team comprise the Executive Chairman (Mr Farooq Khan, appointed Director on 2 December 2003, Non-Executive Chairman on 10 February 2004 and Executive Chairman on 26 February 20091), the Executive Director (Mr William Johnson, initially appointed Executive Director on 13 March 2009; with change of status to Non-Executive Director on 26 March 2013 and to Executive Director on 1 January 2016) and the Company Secretary (Mr Victor Ho, appointed 5 February 2004).

1 Refer Bentley's Notice of General Meeting dated 15 January 2009

1. Board Nominations

   The Board (on recommendations received from the Remuneration Committee, where appropriate and applicable) will consider nominations for appointment or election of Directors that may arise from time to time, having regard to the skills and experience required by the Company (as detailed in the Board Skills Matrix referred to in Section

   2.1 below) and procedures outlined in the Company's Constitution and the Corporations Act 2001 (Cth).

   The Company undertakes appropriate checks before appointing a person, or putting forward to shareholders a candidate for election, as a Director. Candidates are assessed through interviews, meetings and background and reference checks (which may be conducted both by external consultants and by Directors) as appropriate.

   The Company gives shareholders all material information in its possession relevant to the decision on whether or not to elect (or re-elect) a Director, either in the notice of the meeting at which the election of the Director is to be held, or by including in the notice a clear reference to the location on the Company's website, Annual Report or other document lodged with ASX where the information can be found.

2. Terms of Appointment - Directors and Senior Executives

Each new Non-Executive Director will receive a letter formalising their appointment and outlining the material terms of their appointment including: the time commitment expected; the requirement to disclose their interests and matters affecting their independence to the Company; the obligation to comply with key Company policies, including the Code of Conduct and the Share Trading Policy; the Company's policy on Directors seeking independent advice; the policy in relation to the payment of additional remuneration in respect of special exertions undertaken by the Director (at the request of the Company) and the retirement requirements (subject to the right to seek re-election at the Company's AGM).

In addition, the Company and each Director are party to Director's Indemnity Deeds, discussed in more detail in Section 2.15 below. The Non-Executive Director of the Company has not been appointed for a fixed term.

The Company's current Senior Executives are the Executive Chairman, the Executive Director and the Company Secretary. The Company does not presently have a formal service or employment agreement with the Executive Chairman or the Executive Director. The Executive Chairman and the Executive Director are, however, experienced company executives and are well aware of the requirements of their positions, including their roles and responsibilities and duties as directors of the Company. Their remuneration has been determined by the Board. The Company is considering entering into employment agreements with the Executive Chairman and the Executive Director to formalise their duties, obligations, remuneration reporting arrangements and termination (including any termination entitlements, where applicable). The Company has entered into a formal employment agreement with the Company Secretary, a summary of which is outlined within the Remuneration Report in the Company's latest 2016 Annual Report.

The remuneration paid/payable to the Company's 'Key Management Personnel' (which includes the Executive Chairman, the Executive Director and the Company Secretary) are outlined within the Remuneration Report in the Company's latest 2016 Annual Report.

The Company's Constitution requires one third of the Directors (or, if that is not a whole number, the whole number nearest to one third) to retire at each Annual General Meeting (AGM). The Director(s) who retire under this rule are those who have held office the longest since last being elected or appointed. If two or more Directors have been in office for the same period, those Directors may agree which of them will retire. This rule does not apply to any Managing Director. A Director appointed by the Board since the last AGM is subject to retirement and re-election at the following AGM and is also not taken into account in determining the number of Directors who must retire by rotation.