Rules 4.7.3 and 4.10.31

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity:

GWA Group Limited

ABN / ARBN:

Financial year ended:

15 055 964 380

30 June 2019

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

These pages of our annual report:

This URL on our website:http://www.gwagroup.com.au/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 30 June 2019 and has been approved by the Board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date: 13 September 2019

Name of Director or Secretary authorising lodgement:

Richard Thornton

Executive Director

  • 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.

  • "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.
  • 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 the whole of the

period above. We have disclosed …

1.1

A listed entity should disclose:

… the fact that we follow this recommendation:

(a)

the respective roles and responsibilities of its board and

in our Corporate Governance Statement

management; and

… and information about the respective roles and responsibilities of

(b)

those matters expressly reserved to the board and those

our board and management (including those matters expressly

delegated to management.

reserved to the board and those delegated to management):

at this location:

http://www.gwagroup.com.au/corporate-governance

1.2

A listed entity should:

… the fact that we follow this recommendation:

(a)

undertake appropriate checks before appointing a person, or

in our Corporate Governance Statement

putting forward to security holders a candidate for election,

as a director; 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 agreement with each director

… the fact that we follow this recommendation:

and senior executive setting out the terms of their appointment.

in our Corporate Governance Statement

1.4

The company secretary of a listed entity should be accountable

… the fact that we follow this recommendation:

directly to the board, through the chair, on all matters to do with the

in our Corporate Governance Statement

proper functioning of the board.

1.5

A listed entity should:

… the fact that we have a diversity policy that complies with

(a)

have a diversity policy which includes requirements for the

paragraph (a):

board or a relevant committee of the board to set

in our Corporate Governance Statement

measurable objectives for achieving gender diversity and to

… and a copy of our diversity policy or a summary of it:

assess annually both the objectives and the entity's progress

in achieving them;

at this location:

(b)

disclose that policy or a summary of it; and

http://www.gwagroup.com.au/corporate-governance/policies

(c)

disclose as at the end of each reporting period the

… and the measurable objectives for achieving gender diversity set by

measurable objectives for achieving gender diversity set by

the board or a relevant committee of the board in accordance with our

the board or a relevant committee of the board in accordance

diversity policy and our progress towards achieving them:

with the entity's diversity policy and its progress towards

in our Corporate Governance Statement

achieving them and either:

… and the information referred to in paragraphs (c)(1) or (2):

(1) the respective proportions of men and women on the

board, in senior executive positions and across the

in our Corporate Governance Statement

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 periodically evaluating the

in our Corporate Governance Statement

performance of the board, its committees and individual

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

directors; and

(b)

disclose, in relation to each reporting period, whether a

in our Corporate Governance Statement

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 paragraph (a):

(a)

have and disclose a process for periodically evaluating the

in our Corporate Governance Statement

performance of its senior executives; and

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

(b)

disclose, in relation to each reporting period, whether a

in our Corporate Governance Statement

performance evaluation was undertaken in the reporting

period in accordance with that process.

Page 2

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

period above. We have disclosed …

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 committee that complies with

(1) has at least three members, a majority of whom are

paragraphs (1) and (2):

independent directors; and

in our Corporate Governance Statement

(2) is chaired by an independent director,

… and a copy of the charter of the committee:

and disclose:

at this location:

(3) the charter of the committee;

http://www.gwagroup.com.au/corporate-governance/policies

(4) the members of the committee; and

…☐and the information referred to in paragraphs (4) and (5):

(5) as at the end of each reporting period, the number of

in our Corporate Governance Statement OR

times the committee met throughout the period and the

individual attendances of the members at those

at this location:

meetings; or

Refer to the Directors' Report included in the 2019 Annual Report

(b)

if it does not have a nomination committee, disclose that fact

http://www.gwagroup.com.au/investor-relations/annual-reports

and the processes it employs to address board succession

issues and to ensure that the board has the appropriate

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

balance of skills, knowledge, experience, independence and

… the fact that we do not have a nomination committee and the

diversity to enable it to discharge its duties and

processes we employ to address board succession issues and to

responsibilities effectively.

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:

☐ in our Corporate Governance Statement OR

at [insert location]

2.2

A listed entity should have and disclose a board skills matrix setting

… our board skills matrix:

out the mix of skills and diversity that the board currently has or is

in our Corporate Governance Statement

looking to achieve in its membership.

2.3

A listed entity should disclose:

… the names of the directors considered by the board to be

(a) the names of the directors considered by the board to be

independent directors:

independent directors;

in our Corporate Governance Statement

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

…☐and, where applicable, the information referred to in para (b): N/A

relationship of the type described in Box 2.3 but the board is

in our Corporate Governance Statement

of the opinion that it does not compromise the independence

of the director, the nature of the interest, position, association

… and the length of service of each director:

or relationship in question and an explanation of why the

in our Corporate Governance Statement

board is of that opinion; and

(c)

the length of service of each director.

2.4

A majority of the board of a listed entity should be independent

… the fact that we follow this recommendation:

directors.

in our Corporate Governance Statement

2.5

The chair of the board of a listed entity should be an independent

… the fact that we follow this recommendation:

director and, in particular, should not be the same person as the

in our Corporate Governance Statement

CEO of the entity.

2.6

A listed entity should have a program for inducting new directors

… the fact that we follow this recommendation:

and provide appropriate professional development opportunities for

in our Corporate Governance Statement

directors to develop and maintain the skills and knowledge needed

to perform their role as directors effectively.

3.1

A listed entity should:

… our code of conduct or a summary of it:

(a) have a code of conduct for its directors, senior executives

in our Corporate Governance Statement AND

and employees; and

at this location

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

http://www.gwagroup.com.au/corporate-governance/policies

Page 3

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

period above. We have disclosed …

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 committee that complies with

(1) has at least three members, all of whom are non-

paragraphs (1) and (2):

executive directors and a majority of whom are

in our Corporate Governance Statement

independent directors; and

… and a copy of the charter of the committee:

(2) is chaired by an independent director, who is not the

at this location:

chair of the board,

http://www.gwagroup.com.au/corporate-governance/policies

and disclose:

(3) the charter of the committee;

…☐and the information referred to in paragraphs (4) and (5):

(4) the relevant qualifications and experience of the

in our Corporate Governance Statement OR

members of the committee; and

at this location:

(5) in relation to each reporting period, the number of times

Refer to the Director Profiles and Directors' Report included in the

the committee met throughout the period and the

2019 Annual Report

individual attendances of the members at those

meetings; or

http://www.gwagroup.com.au/investor-relations/annual-reports

(b) if it does not have an audit committee, disclose that fact and

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

N/A

the processes it employs that independently verify and

… the fact that we do not have an audit committee and the processes

safeguard the integrity of its corporate reporting, including the

we employ that independently verify and safeguard the integrity of our

processes for the appointment and removal of the external

corporate reporting, including the processes for the appointment and

auditor and the rotation of the audit engagement partner.

removal of the external auditor and the rotation of the audit

engagement partner:

☐ in our Corporate Governance Statement OR

at [insert location]

4.2

The board of a listed entity should, before it approves the entity's

… the fact that we follow this recommendation:

financial statements for a financial period, receive from its CEO and

in our Corporate Governance Statement

CFO a declaration that, in their opinion, the financial records of the

entity have been properly maintained 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 ensure that its external

… the fact that we follow this recommendation:

auditor attends its AGM and is available to answer questions from

in our Corporate Governance Statement

security holders relevant to the audit.

5.1

A listed entity should:

… our continuous disclosure compliance policy or a summary of it:

(a) have a written policy for complying with its continuous

in our Corporate Governance Statement AND

disclosure obligations under the Listing Rules; and

at this location:

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

http://www.gwagroup.com.au/corporate-governance/policies

6.1

A listed entity should provide information about itself and its

… information about us and our governance on our website:

governance to investors via its website.

at this location:

http://www.gwagroup.com.au/corporate-governance

6.2

A listed entity should design and implement an investor relations

… the fact that we follow this recommendation:

program to facilitate effective two-way communication with

in our Corporate Governance Statement

investors.

6.3

A listed entity should disclose the policies and processes it has in

… our policies and processes for facilitating and encouraging

place to facilitate and encourage participation at meetings of

participation at meetings of security holders:

security holders.

in our Corporate Governance Statement

Page 4

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

period above. We have disclosed …

6.4

A listed entity should give security holders the option to receive

… the fact that we follow this recommendation:

communications from, and send communications to, the entity and

in our Corporate Governance Statement

its security registry electronically.

7.1

The board of a listed entity should:

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

(a) have a committee or committees to oversee risk, each of

… the fact that we have a committee or committees to oversee risk

which:

that comply with paragraphs (1) and (2):

(1) has at least three members, a majority of whom are

in our Corporate Governance Statement

independent directors; and

… and a copy of the charter of the committee:

(2) is chaired by an independent director,

at this location:

and disclose:

http://www.gwagroup.com.au/corporate-governance/policies

(3) the charter of the committee;

…☐and the information referred to in paragraphs (4) and (5):

(4) the members of the committee; and

(5) as at the end of each reporting period, the number of

in our Corporate Governance Statement OR

times the committee met throughout the period and the

at this location:

individual attendances of the members at those

Refer to the Directors' Report included in the 2019 Annual Report

meetings; or

(b) if it does not have a risk committee or committees that satisfy

http://www.gwagroup.com.au/investor-relations/annual-reports

(a) above, disclose that fact and the processes it employs for

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

N/A

overseeing the entity's risk management framework.

… the fact that we do not have a risk committee or committees that

satisfy (a) and the processes we employ for overseeing our risk

management framework:

☐ in our Corporate Governance Statement OR

at [insert location]

7.2

The board or a committee of the board should:

… the fact that board or a committee of the board reviews the entity's

(a) review the entity's risk management framework at least

risk management framework at least annually to satisfy itself that it

continues to be sound:

annually to satisfy itself that it continues to be sound; and

(b) disclose, in relation to each reporting period, whether such a

in our Corporate Governance Statement

review has taken place.

… and that such a review has taken place in the reporting period

covered by this Appendix 4G:

in our Corporate Governance Statement

7.3

A listed entity should disclose:

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

(a) if it has an internal audit function, how the function is

… how our internal audit function is structured and what role it

structured and what role it performs; or

performs:

(b) if it does not have an internal audit function, that fact and the

in our Corporate Governance Statement

processes it employs for evaluating and continually improving

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

N/A

the effectiveness of its risk management and internal control

… the fact that we do not have an internal audit function and the

processes.

processes we employ for evaluating and continually improving the

effectiveness of our risk management and internal control processes:

☐ in our Corporate Governance Statement OR

at [insert location]

7.4

A listed entity should disclose whether it has any material exposure

… whether we have any material exposure to economic,

to economic, environmental and social sustainability risks and, if it

environmental and social sustainability risks and, if we do, how we

does, how it manages or intends to manage those risks.

manage or intend to manage those risks:

in our Corporate Governance Statement

Page 5

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GWA Group Limited published this content on 13 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 September 2019 05:41:04 UTC