Name of entity
MACA Limited
ABN/ARBN | Financial year ended |
42 144 745 782 | 30 June 2015 |
Our corporate governance statement2for the above period above can be found at:3
these pages of our annual report:
☒ this URL on our website: http://www.maca.net.au/investor-centre/corporate-governance.html
The Corporate Governance Statement is accurate and up to date as at [insert effective date of statement] and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located. Date here: 30 September 2015
Sign here:
Director/Company Secretary Print name: Peter Gilford
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.
2 '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.
3 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.
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ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURESCorporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOT followed the 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: ☒ in our Corporate Governance Statement OR
… and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): ☒ at this location: http://www.maca.net.au/investor-centre/corporate-governance/board- charter.html |
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1.2 | A listed entity should:
| … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement OR
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1.3 | A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. | … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement OR
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Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed … | |
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. | … the fact that we follow this recommendation:
☒ at this location: http://www.maca.net.au/investor-centre/corporate-governance/board- charter.html |
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1.5 | A listed entity should:
| … the fact that we have a diversity policy that complies with paragraph (a): ☒ in our Corporate Governance Statement OR
… and a copy of our diversity policy or a summary of it: ☒ at this location: http://www.maca.net.au/investor-centre/corporate- governance/disclosure-diversity-procedure.html … the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: ☒ in our Corporate Governance Statement OR … and the information referred to in paragraphs (c)(1) or (2): ☒ in our Corporate Governance Statement OR |
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Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed … | |
1.6 | A listed entity should:
| … the evaluation process referred to in paragraph (a): ☒ in our Corporate Governance Statement OR
… and the information referred to in paragraph (b): ☒ in our Corporate Governance Statement OR |
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1.7 | A listed entity should:
| … the evaluation process referred to in paragraph (a): ☒ in our Corporate Governance Statement OR
… and the information referred to in paragraph (b): ☒ in our Corporate Governance Statement OR |
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Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOT followed the 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 (a):] … the fact that we have a nomination committee that complies with paragraphs (1) and (2):
… and a copy of the charter of the committee: ☒ at this location: http://www.maca.net.au/investor-centre/corporate- governance/nomination-committee-charter.html … and the information referred to in paragraphs (4) and (5): ☒ in our Corporate Governance Statement OR ☒ at this location: Annual Report - Directors' Report [If the entity complies with paragraph (b):] … the fact that we do not have a nomination committee and the processes we employ 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: | ☒ an explanation why that is so in our Corporate Governance Statement OR
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Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed … | |
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. | … our board skills matrix: ☒ in our Corporate Governance Statement OR
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2.3 | A listed entity should disclose:
| … the names of the directors considered by the board to be independent directors: ☒ in our Corporate Governance Statement OR
… where applicable, the information referred to in paragraph (b): ☒ in our Corporate Governance Statement OR … the length of service of each director: ☒ at this location: Annual Report - Directors' Report |
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2.4 | A majority of the board of a listed entity should be independent directors. | … the fact that we follow this recommendation:
| ☒ an explanation why that is so in our Corporate Governance Statement OR
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Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed … | |
2.5 | The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. | … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement OR
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2.6 | A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively. | … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement OR
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PRINCIPLE 3 - ACT ETHICALLY AND RESPONSIBLY | |||
3.1 | A listed entity should:
| … our code of conduct or a summary of it:
http://www.maca.net.au/investor-centre/corporate- governance/corporate-code-of-conduct.html |
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PRINCIPLE 4 - SAFEGUARD INTEGRITY IN CORPORATE REPORTING | |||
4.1 | The board of a listed entity should:
and disclose: | [If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2):
… and a copy of the charter of the committee: ☒ at this location: http://www.maca.net.au/investor-centre/corporate-governance/audit- committee-charter.html | ☒ an explanation why that is so in our Corporate Governance Statement |
Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed … | |
(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. | … and the information referred to in paragraphs (4) and (5):
☒ at this location: Annual Report - Directors' Report [If the entity complies with paragraph (b):] … the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner: | ||
4.2 | The board of a listed entity should, before it approves the entity's financial statements for a financial period, receive from its CEO and 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. | … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement OR
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4.3 | A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. | … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement OR
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Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed … | |
PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE | |||
5.1 | A listed entity should:
| … our continuous disclosure compliance policy or a summary of it:
☒ at this location: http://www.maca.net.au/investor-centre/corporate- governance/disclosure--continuous-disclosure.html |
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PRINCIPLE 6 - RESPECT THE RIGHTS OF SECURITY HOLDERS | |||
6.1 | A listed entity should provide information about itself and its governance to investors via its website. | … information about us and our governance on our website: ☒ at this location: http://www.maca.net.au/investor-centre/corporate-governance.html |
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6.2 | A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors. | … the fact that we follow this recommendation:
☒ at this location: http://www.maca.net.au/investor-centre/corporate-governance.html |
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6.3 | A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. | … our policies and processes for facilitating and encouraging participation at meetings of security holders:
☒ at this location: http://www.maca.net.au/investor-centre/corporate-governance.html |
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6.4 | A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. | … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement OR
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PRINCIPLE 7 - RECOGNISE AND MANAGE RISK | |||
7.1 | The board of a listed entity should: | [If the entity complies with paragraph (a):] | ☒ an explanation why that is so in our |
Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed … | |
| … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2):
… and a copy of the charter of the committee: ☒ at this location: http://www.maca.net.au/investor-centre/corporate-governance/risk- committee-charter.html … and the information referred to in paragraphs (4) and (5): ☒ in our Corporate Governance Statement OR ☒ at this location: Annual Report - Directors Report [If the entity complies with paragraph (b):] … 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: | Corporate Governance Statement | |
7.2 | The board or a committee of the board should:
| … the fact that we follow this recommendation: ☒ in our Corporate Governance Statement OR
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7.3 | A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it | [If the entity complies with paragraph (a):] … how our internal audit function is structured and what role it performs: |
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Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed … | |
performs; OR (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes. |
[If the entity complies with paragraph (b):] … the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes: ☒ in our Corporate Governance Statement OR | ||
7.4 | A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. | … whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: ☒ in our Corporate Governance Statement OR
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PRINCIPLE 8 - REMUNERATE FAIRLY AND RESPONSIBLY | |||
8.1 | The board of a listed entity should:
| [If the entity complies with paragraph (a):] … the fact that we have a remuneration committee that complies with paragraphs (1) and (2):
… and a copy of the charter of the committee: ☒ at this location: http://www.maca.net.au/investor-centre/corporate- governance/remuneration-committee-charter.html … and the information referred to in paragraphs (4) and (5): | ☒ an explanation why that is so in our Corporate Governance Statement OR
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Corporate Governance Council recommendation | We have followed the recommendation in full for the whole of the period above. We have disclosed … | We have NOT followed the recommendation in full for the whole of the period above. We have disclosed … | |
(b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. | ☒ in our Corporate Governance Statement OR ☒ at this location: Annual Report - Directors' Report [If the entity complies with paragraph (b):] … the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive:
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8.2 | A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. | … separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives: ☒ in our Corporate Governance Statement OR
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8.3 | A listed entity which has an equity-based remuneration scheme should:
| … our policy on this issue or a summary of it:
☒ at this location: http://www.maca.net.au/investor-centre/corporate- governance/guidelines-for-buying-and-selling-securities.html |
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