Rules 4.7.3 and 4.10.31
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity:
Spitfire Materials Limited
ABN / ARBN: Financial year ended:
40 125 578 743 June 2016
Our corporate governance statement2 for the above period above can be found at:3
☒ This URL on our website:http://www.spitfirematerials.com/who-we-are/corporate- governance/
The Corporate Governance Statement is accurate and up to date as at 30 June 2016 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
Date: 14 September 2016
Name of Director or Secretary authorising lodgement:
Russell Hardwick
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. 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.
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ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES
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Corporate Governance Council recommendation
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We have followed the recommendation in full for the whole of the period above. We have disclosed …
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We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
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1.1
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A listed entity should disclose:
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the respective roles and responsibilities of its board and management; and
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those matters expressly reserved to the board and those delegated to management.
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… 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. http://www.spitfirematerials.com/who-we-are/corporate- governance/
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1.2
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A listed entity should:
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undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and
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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.
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… the fact that we follow this recommendation:
☒ in our Corporate Governance Statement OR
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1.3
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A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.
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… the fact that we follow this recommendation:
☒ in our Corporate Governance Statement OR
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1.4
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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.
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… the fact that we follow this recommendation:
☒ in our Corporate Governance Statement OR
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4 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
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Corporate Governance Council recommendation
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We have followed the recommendation in full for the whole of the period above. We have disclosed …
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We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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1.5
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A listed entity should:
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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;
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disclose that policy or a summary of it; and
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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:
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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
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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.
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… the fact that we have a diversity policy that complies with paragraph (a):
☒ in our Corporate Governance Statement OR
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at [insert location]
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at [insert location]
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at [insert location]
… and a copy of our diversity policy or a summary of it:
☒ at http://www.spitfirematerials.com/who-we-are/corporate- governance/
… and 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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1.6
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A listed entity should:
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have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and
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disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.
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… the evaluation process referred to in paragraph (a):
… and the information referred to in paragraph (b):
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☒ an explanation why that is so in our Corporate Governance Statement OR
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1.7
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A listed entity should:
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have and disclose a process for periodically evaluating the performance of its senior executives; and
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disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.
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… the evaluation process referred to in paragraph (a):
☒ in our Corporate Governance Statement OR
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at [insert location]
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at [insert location]
… and the information referred to in paragraph (b):
☒ in our Corporate Governance Statement OR
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Corporate Governance Council recommendation
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We have followed the recommendation in full for the whole of the period above. We have disclosed …
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We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
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2.1
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The board of a listed entity should:
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have a nomination committee which:
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has at least three members, a majority of whom are independent directors; and
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is chaired by an independent director, and disclose:
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the charter of the committee;
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the members of the committee; and
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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
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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.
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[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:
… and the information referred to in paragraphs (4) and (5):
[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:
☒ in our Corporate Governance Statement OR
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☒ an explanation why that is so in our Corporate Governance Statement OR
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2.2
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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.
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… our board skills matrix:
☒ in our Corporate Governance Statement OR
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