XERO LIMITED Rules 4.7.3 and 4.10.3
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
XERO LIMITED
ABN/ARBN
81 160 661 183
Financial year ended:
31 March 2021
Our corporate governance statement1 for the period above can be found at:2
☑ | These pages of our | 57-72 |
annual report: | ||
- This URL on our website:
The Corporate Governance Statement is accurate and up to date as at 30 April 2021 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.3
Date: 13 May 2021
Name of authorised officer | Chaman Sidhu, Chief Legal Officer and Company Secretary |
authorising lodgement: | |
1 "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.
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 Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council's recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.
- Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your 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.
See notes 4 and 5 below for further instructions on how to complete this form.
ASX Listing Rules Appendix 4G (current at 17/7/2020) | Page 1 |
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation | Where a box below is ticked,4 we have followed the |
recommendation in fullfor the wholeof the period above. We | |
have disclosed this in our Corporate Governance Statement: | |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 | A listed entity should have and disclose a board charter setting | ☑ | ☐ set out in our Corporate Governance Statement OR |
out: | and we have disclosed a copy of our board charter at: | ☐ we are an externally managed entity and this recommendation | |
(a) the respective roles and responsibilities of its board and | |||
the Leadership & Governance page of the Investor information | is therefore not applicable | ||
management; and | |||
section on Xero's website | |||
(b) those matters expressly reserved to the board and those | |||
https://www.xero.com//about/investors/governance/ | |||
delegated to management. | |||
1.2 | A listed entity should: | ☑ | ☐ set out in our Corporate Governance Statement OR |
(a) undertake appropriate checks before appointing a director or | ☐ we are an externally managed entity and this recommendation | ||
senior executive or putting someone forward for election as | is therefore not applicable | ||
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.
1.3 | A listed entity should have a written agreement with each director | ☑ | ☐ | set out in our Corporate Governance Statement OR |
and senior executive setting out the terms of their appointment. | ☐ | we are an externally managed entity and this recommendation | ||
is therefore not applicable | ||||
1.4 | The company secretary of a listed entity should be accountable | ☑ | ☐ | set out in our Corporate Governance Statement OR |
directly to the board, through the chair, on all matters to do with | ☐ | we are an externally managed entity and this recommendation | ||
the proper functioning of the board. | ||||
is therefore not applicable | ||||
- Tick the box in this column only if you have followed the relevant recommendation in fullfor the wholeof the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with "insert location" underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert "our corporate governance statement". If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg "pages 10-12 of our annual report"). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg "www.entityname.com.au/corporate governance/charters/").
- If you have followed all of the Council's recommendations in fullfor the wholeof the period above, you can, if you wish, delete this column from the form and re-format it.
ASX Listing Rules Appendix 4G (current at 17/7/2020) | Page 2 |
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
1.5 | A listed entity should: | ☑ | ☐ set out in our Corporate Governance Statement OR |
(a) have and disclose a diversity policy; | and we have disclosed a copy of our Diversity and Inclusion Policy | ☐ we are an externally managed entity and this recommendation | |
(b) through its board or a committee of the board set | at: | is therefore not applicable | |
measurable objectives for achieving gender diversity in the | the Leadership & Governance page of the Investor information | ||
composition of its board, senior executives and workforce | section on Xero's website | ||
generally; and | https://www.xero.com/about/investors/governance/ |
- disclose in relation to each reporting period:
(1) the measurable objectives set for that period to | and we have disclosed the information referred to in paragraph (c) | ||
achieve gender diversity; | at: | ||
(2) the entity's progress towards achieving those | Annual Report pages 61 - 63 (inclusive) | ||
objectives; and | |||
(3) either: | And as we were included in the S&P / ASX 300 Index at the | ||
(A) the respective proportions of men and women | |||
commencement of the reporting period our measurable objective for | |||
on the board, in senior executive positions and | achieving gender diversity in the composition of our board is to have | ||
across the whole workforce (including how the | not less than 30% of our directors of each gender within a specified | ||
entity has defined "senior executive" for these | period, see Annual Report pages 61 - 63 (inclusive) | ||
purposes); or | |||
(B) 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. | |||
If the entity was in the S&P / ASX 300 Index at the | |||
commencement of the reporting period, the measurable objective | |||
for achieving gender diversity in the composition of its board | |||
should be to have not less than 30% of its directors of each gender | |||
within a specified period. | |||
1.6 | A listed entity should: | ☑ | ☐ set out in our Corporate Governance Statement OR |
(a) have and disclose a process for periodically evaluating the | and we have disclosed the evaluation process referred to in | ☐ we are an externally managed entity and this recommendation | |
performance of the board, its committees and individual | paragraph (a) at: | is therefore not applicable | |
directors; and | |||
(b) disclose for each reporting period whether a performance | Annual Report page 65 | ||
evaluation has been undertaken in accordance with that | |||
process during or in respect of that period. | and whether a performance evaluation was undertaken for the | ||
reporting period in accordance with that process at: | |||
Annual Report page 65 |
ASX Listing Rules Appendix 4G (current at 17/7/2020) | Page 3 |
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
1.7 | A listed entity should: | ☑ | ☐ set out in our Corporate Governance Statement OR | ||
(a) have and disclose a process for evaluating the performance | and we have disclosed the evaluation process referred to in | ☐ we are an externally managed entity and this recommendation | |||
of its senior executives at least once every reporting period; | paragraph (a) at: | is therefore not applicable | |||
and | Annual Report page 65 | ||||
(b) disclose for each reporting period whether a performance | |||||
and whether a performance evaluation was undertaken for the | |||||
evaluation has been undertaken in accordance with that | |||||
reporting period in accordance with that process at: | |||||
process during or in respect of that period. | |||||
Annual Report page 65 | |||||
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE | |||||
2.1 | The board of a listed entity should: | ☑ | ☐ set out in our Corporate Governance Statement OR | ||
(a) have a nomination committee which: | We comply with paragraph (a) and we have disclosed a copy of the | ☐ we are an externally managed entity and this recommendation | |||
(1) has at least three members, a majority of whom are | charter of the committee at: | is therefore not applicable | |||
independent directors; and | the Leadership & Governance page of the Investor information | ||||
(2) is chaired by an independent director, | section on Xero's website | ||||
and disclose: | https://www.xero.com/about/investors/governance/ | ||||
and the information referred to in paragraphs (4) and (5) at: | |||||
(3) the charter of the committee; | |||||
Annual Report page 59 | |||||
(4) the members of the committee; and | |||||
(5) 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 | |||||
(b) 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. | |||||
2.2 | A listed entity should have and disclose a board skills matrix | ☑ | ☐ set out in our Corporate Governance Statement OR | ||
setting out the mix of skills that the board currently has or is | and we have disclosed our board skills matrix at: | ☐ we are an externally managed entity and this recommendation | |||
looking to achieve in its membership. | |||||
Annual Report page 66 | is therefore not applicable | ||||
ASX Listing Rules Appendix 4G (current at 17/7/2020) | Page 4 |
Appendix 4G | |||||||||
Key to Disclosures Corporate Governance Council Principles and Recommendations | |||||||||
2.3 | A listed entity should disclose: | ☑ | ☐ set out in our Corporate Governance Statement | ||||||
(a) the names of the directors considered by the board to be | and we have disclosed the names of the directors considered by the | ||||||||
independent directors; | board to be independent directors at: | ||||||||
(b) if a director has an interest, position, affiliation or | Annual Report page 67 | ||||||||
relationship of the type described in Box 2.3 but the board | |||||||||
is of the opinion that it does not compromise the | and, where applicable, the information referred to in paragraph (b) | ||||||||
independence of the director, the nature of the interest, | |||||||||
at: Not applicable | |||||||||
position or relationship in question and an explanation of | |||||||||
and the length of service of each director at: | |||||||||
why the board is of that opinion; and | |||||||||
(c) the length of service of each director. | Annual Report page 55-56 | ||||||||
2.4 | A majority of the board of a listed entity should be independent | ☑ | ☐ set out in our Corporate Governance Statement OR | ||||||
directors. | ☐ we are an externally managed entity and this recommendation | ||||||||
is therefore not applicable | |||||||||
2.5 | The chair of the board of a listed entity should be an | ☑ | ☐ set out in our Corporate Governance Statement OR | ||||||
independent director and, in particular, should not be the same | ☐ we are an externally managed entity and this recommendation | ||||||||
person as the CEO of the entity. | |||||||||
is therefore not applicable | |||||||||
2.6 | A listed entity should have a program for inducting new directors | ☑ | ☐ set out in our Corporate Governance Statement OR | ||||||
and for periodically reviewing whether there is a need for | ☐ we are an externally managed entity and this recommendation | ||||||||
existing directors to undertake professional development to | |||||||||
is therefore not applicable | |||||||||
maintain the skills and knowledge needed to perform their role | |||||||||
as directors effectively. | |||||||||
PRINCIPLE 3 - INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY | |||||||||
3.1 | A listed entity should articulate and disclose its values. | ☑ | ☐ set out in our Corporate Governance Statement | ||||||
and we have disclosed our values at: | |||||||||
Annual Report page 76 | |||||||||
3.2 | A listed entity should: | ☑ | ☐ set out in our Corporate Governance Statement | ||||||
(a) have and disclose a code of conduct for its directors, | and we have disclosed our code of conduct at: | ||||||||
senior executives and employees; and | the Leadership & Governance page of the Investor information | ||||||||
(b) ensure that the board or a committee of the board is | |||||||||
section on Xero's website | |||||||||
informed of any material breaches of that code. | https://www.xero.com/about/investors/governance/ | ||||||||
ASX Listing Rules Appendix 4G (current at 17/7/2020) | Page 5 |
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Xero Limited published this content on 13 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 May 2021 10:23:07 UTC.
