HRL : Corporate Governance Statement 2017

HRL Holdings Ltd Corporate Governance Statement August 2017 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 21 August 2017. 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.
- A listed entity should disclose: the respective roles and responsibilities of its board and management; and those matters expressly reserved to the board and those delegated to management.	The Board's role is to govern the Company rather than to manage it. It is the role of executive management to manage the Company in accordance with the direction and delegations of the Board and it is the responsibility of the Board to oversee the activities of management in carrying out these 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.	Yes

Measure	Female proportion
Organisation	22%
Management	22%
Board	Nil

ASX Recommendation	Statement Commentary	Compliant with ASX Recommendation / Explanation for Departure
- A listed entity should: undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and 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.	All of the Directors have been required to undertake and provide appropriate background security checks as part of the Company relisting process completed in March 2015. No items of concern were identified during this process. All material information about each candidate relevant to a decision whether or not to elect or re-elect a director will be contained in the Explanatory Memorandum to the Notice of Annual General Meeting.	Yes
1.3 - A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	All Directors and senior executives have contracts in place.	Yes
1.4 - The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	Each Board member has direct access to the Company Secretary (who is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board) with procedures for the provision of information, including requests for additional information	Yes
- A listed entity should: have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity's progress in achieving them; disclose that policy or a summary of it; and 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: 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 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.	The Board has established a Diversity Policy which is publicly available on the Company's website. There are some aspects of the ASX recommendations that are difficult to comply with due to the Company's size. The Board at this juncture has not set measurable objectives. This policy will be reviewed as part of the annual compliance review to ensure that the Diversity Policy is being progressed as required and to set measurable objectives when appropriate for the Company. The proportion of women employees in the whole organisation, women in management positions and women on the board are as follows:	No - at this stage the Company has not set measureable objectives in relation to achieving gender diversity. The Board considers that at this time no efficiencies or other benefits would be gained by introducing measurable objectives. In the future, as the Company grows and increases in size and activity, the Board will consider the setting of measurable objectives. The Company policy is to employ the best person for the position being filled regardless of gender.

ASX Recommendation	Statement Commentary	Compliant with ASX Recommendation / Explanation for Departure
- A listed entity should: have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	The Company does not currently have a formal process for evaluating the performance of the Board or individual directors.	No - The Board is responsible for the strategic direction of the Company, establishing goals for management and monitoring the achievement of these goals. The Board considers that at this time no efficiencies or other benefits would be gained by introducing a formal evaluation policy. The Board monitors the overall corporate governance of the Company with the aim of ensuring that shareholder value is increased. In the future as the Company grows and increases in size and activity, the Board will consider establishment of formal Board and individual director evaluation processes.
- A listed entity should: have and disclose a process for periodically evaluating the performance of its senior executives; and disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	Senior executives are subject to ongoing continuous review of their performance rather than having formal evaluations on an annual basis. This revised policy has been implemented in the past year with the aim of enhancing performance improvement for all senior executives.	No - the company has moved away from having formal performance evaluations to an ongoing continuous review process so no formal periodic evaluations were undertaken in the period.
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: have a nomination committee which: has at least three members, a majority of whom are independent directors; and is chaired by an independent director, and disclose: the charter of the committee; the members of the committee; and 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 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.	The full Board carries out the role of a nomination committee, and therefore a charter relevant to the specific functions of a nomination committee have not been adopted. The board as a whole currently undertakes the process of reviewing the skill base and experience of existing directors to enable identification or attributes required in new directors. Where appropriate, independent consultants may be engaged to identify possible new candidates for the board.	No - The Board considers that no efficiencies or other benefits would be gained by establishing a separate nomination committee given the size of the Company's operations and of the Board. In the future, as the Company grows and increases in size and level of activity, the Board will reconsider the establishment of a separate nomination committee.

Name	Term in Office
Kevin Maloney	2 year 10 months
Darren Anderson	2 year 10 months
Mark Elliott	11 years
John Taylor	2 year 8 months

ASX Recommendation	Statement Commentary				Compliant with ASX Recommendation / Explanation for Departure
2.2 - A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	The Board has been structured such that its composition and size will enable it to effectively discharge its responsibilities and duties.				No - Each Director has industry experience and specific expertise relevant to the Company's business and level of operations. The Board considers that its structure is appropriate in the context of the Company's activities and does not consider it necessary at this stage of its development to have a matrix setting out the mix of skills of the Directors. The experience and skills of the Directors are documented in the Annual Report and Company website.
- A listed entity should disclose: the names of the directors considered by the board to be independent directors; if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and the length of service of each director.	The position of each director and as to be independent is set out below. Name Position			whether or not they are considered to Independence Position	Yes
	Kevin Maloney	Non-Executive Chairman	Not Independent - Mr Maloney is a substantial shareholder of the Company
	Darren Anderson	Executive Director	Not Independent - Mr Anderson is a substantial shareholder of the Company and is also employed in an executive capacity
	Mark Elliott	Non-Executive Director	Not Independent - Dr Elliott was employed in an executive capacity during part of the 2014/15 year
	John Taylor	Non-Executive Director	Mr Taylor is independent
	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 independent directors.	The current board has one independent director and three directors who are considered to be not independent - see 2.3 above.				No - The Board believe that the individuals on the board can and do make quality and independent judgements in the best interest of the Company and other stakeholders notwithstanding that they are not independent directors in accordance with the criteria in the recommendations.