HRL : 2019 Corporate Governance Statement

HRL Holdings Ltd

Corporate Governance Statement August 2019

HRL Holdings Limited

Level 8 Waterfront Place, 1 Eagle Street Brisbane Queensland 4000, Australia

GPO Box 216

Brisbane Queensland 4001, Australia

Tel [phone]

Email [e-mail]

The Board of Directors of HRL Holdings Limited (HRL or Company) is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of HRL Holdings Limited on behalf of the shareholders by whom they are elected and to whom they are accountable.

HRL Holdings Limited's Corporate Governance Statement is structured with reference to the Australian Securities Exchange Corporate Governance Council's "Corporate Governance Principles and Recommendations, 3rd Edition".

This statement has been approved by the Board of HRL and is current as at 9 August 2019. The statement and information identified therein are available on the Company's website at www.hrlholdings.com under the Corporate Governance section.

The Board endorses the ASX Principles of Good Corporate Governance and Best Practice Recommendations, and has adopted corporate governance charters and policies reflecting those recommendations to the extent appropriate having regard to the size and circumstances of the Company. The Company does not presently comply with all of the ASX Best Practice Policies on Corporate Governance and by virtue of its size and the composition of the Board is unlikely to do so in the foreseeable future.

The Company is committed to ensuring that its corporate governance systems maintain the Company's focus on transparency, responsibility and accountability. For further information on corporate governance policies adopted by HRL Holdings Limited, refer to our website: www.hrlholdings.com

ASX Recommendation	Statement Commentary	Compliant with ASX Recommendation / Explanation for Departure
Principle 1: Lay solid foundations for management and oversight
A listed entity should establish and disclose the respective roles and responsibilities of its board and management and how their performance is monitored and evaluated.
1.1 - A listed entity should disclose:	The Board's role is to govern the Company rather than to manage it. It is	Yes
(a) the respective roles and responsibilities of its board	the role of executive management to manage the Company in accordance
and management; and	with the direction and delegations of the Board and it is the responsibility
(b) those matters expressly reserved to the board and	of the Board to oversee the activities of management in carrying out these
those delegated to management.	delegated duties.
	A summary of the Company's board charter is posted on the Company's
	website which sets out the role, powers and responsibilities of the Board.

www.hrlholdings.com | ABN 99 120 896 371 | ASX Code: HRL

ASX Recommendation	Statement Commentary			Compliant with ASX Recommendation / Explanation for Departure
1.2 - A listed entity should:	All of the Directors have been required to undertake and provide	Yes
(a) undertake appropriate checks before appointing a	appropriate background security checks as part of the appointment
person, or putting forward to security holders a	procedures. No items of concern were identified during this process.
candidate for election, as a director; and	All material information about each candidate relevant to a decision
(b) provide security holders with all material information in
its possession relevant to a decision on whether or not	whether or not to elect or re-elect a director will be contained in the
to elect or re-elect a director.	Explanatory Memorandum to the Notice of Annual General Meeting.
1.3 - A listed entity should have a written agreement with each	All Directors and senior executives have contracts in place.	Yes
director and senior executive setting out the terms of their
appointment.
1.4 - The company secretary of a listed entity should be	Each Board member has direct access to the Company Secretary (who is	Yes
accountable directly to the board, through the chair, on all	accountable directly to the Board, through the Chair, on all matters to do
matters to do with the proper functioning of the board.	with the proper functioning of the Board) with procedures for the provision
	of information, including requests for additional information
1.5 - A listed entity should:	The Board has established a Diversity Policy which is publicly available on	No - at this stage the Company has not set measureable objectives in
(a) have a diversity policy which includes requirements for	the Company's website. There are some aspects of the ASX	relation to achieving gender diversity. The Board considers that at this
the board or a relevant committee of the board to set	recommendations that are difficult to comply with due to the Company's	time no efficiencies or other benefits would be gained by introducing
measurable objectives for achieving gender diversity	size. The Board at this juncture has not set measurable objectives. This	measurable objectives. In the future, as the Company grows and
and to assess annually both the objectives and the	policy will be reviewed as part of the annual compliance review to ensure	increases in size and activity, the Board will consider the setting of
entity's progress in achieving them;	that the Diversity Policy is being progressed as required and to set	measurable objectives. The Company policy is to employ the best
(b) disclose that policy or a summary of it; and	measurable objectives when appropriate for the Company.	person for the position being filled regardless of gender.
(c) disclose as at the end of each reporting period the	The proportion of women employees in the whole organisation, women in
measurable objectives for achieving gender diversity
set by the board or a relevant committee of the board	management positions and women on the board are as follows:
in accordance with the entity's diversity policy and its
progress towards achieving them and either:		Measure	Female proportion
(1) the respective proportions of men and women on		Organisation	47%
the board, in senior executive positions and
across the whole organisation (including how the		Management	26%
entity has defined "senior executive" for these		Board	Nil
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.
www.hrlholdings.com | ABN 99 120 896 371 | ASX Code: HRL

ASX Recommendation	Statement Commentary	Compliant with ASX Recommendation / Explanation for Departure
1.6 - A listed entity should:	The Company does not currently have a formal process for evaluating the	No - The Board is responsible for the strategic direction of the Company,
(a) have and disclose a process for periodically evaluating	performance of the Board or individual directors.	establishing goals for management and monitoring the achievement of
the performance of the board, its committees and		these goals. The Board considers that at this time no efficiencies or
individual directors; and		other benefits would be gained by introducing a formal evaluation policy.
(b) disclose, in relation to each reporting period, whether		The Board monitors the overall corporate governance of the Company
a performance evaluation was undertaken in the		with the aim of ensuring that shareholder value is increased. In the
reporting period in accordance with that process.		future as and when the Company grows and increases in size and
		activity, the Board will review the deed for the establishment of a formal
		Board and individual director evaluation processes.
1.7 - A listed entity should:	Senior executives are subject to ongoing continuous review of their	No - the company has moved away from having formal performance
(a) have and disclose a process for periodically evaluating	performance rather than having formal evaluations on an annual basis.	evaluations to an ongoing continuous review process so no formal
the performance of its senior executives; and		periodic evaluations were undertaken in the period.
(b) disclose, in relation to each reporting period, whether
a performance evaluation was undertaken in the
reporting period in accordance with that process.
Principle 2: Structure the board to add value
A listed entity should have a board of an appropriate size, composition, skills and commitment to enable it to discharge its duties effectively.
The board of a listed entity should:	The company has a remuneration and nomination committee.	Yes
(a) have a nomination committee which:
(1) has at least three members, a majority of whom	The committee members are Mr John Taylor (Chair), Mr James Todd, Mr
are independent directors; and	Greg Kilmister and Mr Darren Anderson. Mr Taylor, Mr Todd and Mr
(2) is chaired by an independent director,	Kilmister are independent directors and as such the committee meets the
and disclose:	recommended criteria of having at least three members, a majority of
(3) the charter of the committee;	whom are independent directors, and being chaired by an independent
(4) the members of the committee; and	director.
(5) as at the end of each reporting period, the number
of times the committee met throughout the period	The committee met four times in the year to June 2019 with all members,
and the individual attendances of the members at	at the time of the meeting, being present.
those meetings; OR
(b) if it does not have a nomination committee, disclose	The committee charter can be viewed on the company website.
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.

www.hrlholdings.com | ABN 99 120 896 371 | ASX Code: HRL

ASX Recommendation	Statement Commentary				Compliant with ASX Recommendation / Explanation for Departure
2.2 - A listed entity should have and disclose a board skills	The Board has been structured such that its composition and size will enable	No - Each Director has industry experience and specific expertise
matrix setting out the mix of skills and diversity that the board	it to effectively discharge its responsibilities and duties. A skills matrix has	relevant to the Company's business and level of operations. The Board
currently has or is looking to achieve in its membership.	been completed but the company has decided not to disclose it at this time.	considers that its structure is appropriate in the context of the
							Company's activities. While a skills matrix has been completed the
							board has decided not to disclose it outside of the company. The
							experience and skills of the Directors are documented in the Annual
							Report and Company website.
2.3 - A listed entity should disclose:	The position of each director and as to whether or not they are considered to	Yes
(a) the names of the directors considered by the board to	be independent is set out below.
be independent directors;
(b) if a director has an interest, position, association or		Name	Position	Independence Position
relationship of the type described in Box 2.3 but the		Greg Kilmister	Non-Executive	Mr Kilmister is independent.
board is of the opinion that it does not compromise the			Chairman
independence of the director, the nature of the		Darren	Non-Executive	Not Independent - Mr Anderson was
interest, position, association or relationship in		Anderson	Director	employed in an executive capacity
question and an explanation of why the board is of				within the past three years
that opinion; and		Steve Howse	Executive	Not Independent - Mr Howse is
(c) the length of service of each director.			Director	employed in an executive capacity
		John Taylor	Non-Executive	Mr Taylor is independent
			Director
		James Todd	Non-Executive	Mr Todd is independent
			Director
		Name		Term in Office
		Greg Kilmister		7 months
		Darren Anderson		4 years 10 months
		Steve Howse		1 year 5 months
		James Todd		1 Year 5 months
		John Taylor		4 years 8 months
	The Company has a formalised Conflicts of Interest Policy that is posted on
	the Company's website.
2.4 - A majority of the board of a listed entity should be	The current board has three independent directors and two directors who are	Yes
independent directors.	considered to be not independent - see 2.3 above.

www.hrlholdings.com | ABN 99 120 896 371 | ASX Code: HRL

ASX Recommendation	Statement Commentary	Compliant with ASX Recommendation / Explanation for Departure
2.5 - The chair of the board of a listed entity should be an	The Chairman of the company is independent. The CEO of the company is	Yes
independent director and, in particular, should not be the same	not a Director of the Company.
person as the CEO of the entity.	The Role of the Chair is documented in a policy statement posted on the
	Company's website.
2.6 - A listed entity should have a program for inducting new	The Company has procedures to provide new directors with any information	Yes
directors and provide appropriate professional development	they may request with direct access to the Company Secretary and Senior
opportunities for directors to develop and maintain the skills and	Management available to any new appointee. The Company encourages,
knowledge needed to perform their role as directors effectively.	and recommends, that all non-executive directors attend relevant external
	seminars and educational programs to assist directors in the effect of
	exercise of their powers and duties. The Board has agreed that such
	seminars and educational programs obtained by a director will be at the
	expense of the Company.
Principle 3: Act ethically and responsibly
A listed entity should act ethically and responsibly.
3.1 - A listed entity should:	The Company is committed to operating ethically, honestly, responsibly and	Yes
(a) have a code of conduct for its directors, senior	legally in all its business dealings. Accordingly, the Company requires
executives and employees; and	employees to act in the Company's best interests in a professional, honest
(b) disclose that code or a summary of it.	and ethical manner, and in full compliance with the law, both within and on
	behalf of the Company.
	The Company has an established Code of Conduct (Code), which is posted
	on the Company website, which outlines the behaviour that is expected of
	employees. The Code governs all the Company's operations and the
	conduct of Directors, management and employees.
	The purpose of the Code is to:
	• outline the high standards of honest, ethical and legal behaviour
	expected of directors and employees;
	• encourage adherence with those standards to protect and promote
	the interests of all HRL stakeholders;
	• guide directors and employees as to the practices considered
	necessary to maintain confidence in the Group's integrity; and
	• set out the responsibility and accountability of directors and employees
	to report and investigate any unlawful or unethical practices or
	behaviour.

www.hrlholdings.com | ABN 99 120 896 371 | ASX Code: HRL