- Board Charter - Pixie Group Limited
- Code of Conduct - Pixie Group Limited
- Audit and Risk Management Committee Charter
- Remuneration and Nomination Committee Charter - Pixie Group Limited
- Continuous Disclosure Policy – Pixie Group Limited
- Share Trading Policy – Pixie Group Limited
- Shareholder Communication Policy
1. Role of the Board
1.1 This Board Charter sets out the principles for the operation of the board of directors (Board) of Pixie Group Limited (Company) and describes the functions of the Board.
1.2 The Board is accountable to shareholders for the performance of the Company. The Board must at all times act honestly, fairly and diligently in all respects in accordance with the law applicable to the Company and must act in the best interests of the shareholders of the Company and other stakeholders.
1.3 This Board Charter and the charters adopted by the Board for the committees to be established by the Board have been prepared and adopted on the basis that corporate governance and good governance procedures can add to the performance of the Company and the creation of shareholder value and endeavour to engender the confidence of the investment market.
2. Responsibilities of the Board
2.1 The Board is responsible for the management of the affairs of the Company, including:
Strategic and financial performance
(a) Developing and approving the corporate strategy.
(b) Evaluating, approving and monitoring the strategic and financial plans and objectives of the Company.
(c) Evaluating, approving and monitoring the annual budgets and business plans.
(d) Determining the Company’s dividend policy, the operation of the Company’s dividend re-investment plan and the amount and timing of all dividends.
(e) Evaluating, approving and monitoring major capital expenditure, acquisitions, divestitures and other corporate transactions where the monetary value is greater than AUD$250,000.
(f) Evaluating, approving and monitoring capital management, including the issue of securities of the Company.
(g) Approving all accounting policies, financial reports and material reporting and external communications by the Company.
(h) Appointing the Chairman of the Company.
(i) Appointing, monitoring, managing the performance of executive directors and the Chief Executive Officer.
(j) Managing succession planning for the executive directors and such other key management positions which may be identified from time to time.
(k) Appointing the Company Secretary.
(l) With the advice and assistance of the Remuneration and Nomination Committee, reviewing and approving the performance and remuneration of the individual Board members and policies with respect to remuneration of any employees.
Audit and risk management
(m) With the recommendation of the Audit and Risk Management Committee, appointing the external auditor and determining its remuneration and terms of appointment.
(n) Ensuring that effective audit, risk management and regulatory compliance programmes are in place to protect the Company’s assets and shareholder value.
(o) Approving and monitoring the Company’s risk and audit framework, including (but not limited to) systems of risk management and internal control. Approving and, with the assistance and advice of the Audit and Risk Management Committee, monitoring compliance with the Company’s risk and audit policies and protocols.
(p) Monitoring the Company’s operations in relation to, and compliance with, relevant regulatory and legal requirements.
2.2 The Board will be actively and regularly involved in strategic planning.
2.3 Strategic planning will be based on the identification of opportunities and the full range of business risks that will determine which of those opportunities are most worth pursuing.
2.4 The Board will, on an ongoing basis, review how the strategic environment is changing, what key business risks and opportunities are appearing, how they are being managed and what, if any, modifications in strategic direction should be adopted.
2.5 At least once per year the Board will, with the assistance and advice of the Remuneration and Nomination Committee, review the performance and effectiveness of the Company’s corporate governance policies and procedures and, if appropriate, amend those policies and procedures as necessary.
2.6 The Board will review and approve all disclosures related to any departures from the ASX Principles of Good Corporate Governance.
2.7 The Board will review and approve the public disclosure of any of the Company’s policies and procedures.
2.8 The Board will supervise the public disclosure of all matters that the law and ASX Listing Rules require to be publicly disclosed, consistent with the Continuous Disclosure Compliance Policy approved by the Board.
2.9 The Board will approve the appointment of directors to committees established by the Board.
2.10 The Board will approve and monitor delegations of authority.
2.11 At least once per year the Board will, with the advice and assistance of the Remuneration and Nomination Committee, review and evaluate the performance of the Board, each Board committee and each individual director against the relevant charters, corporate governance policies and agreed goals and objectives.
2.12 Following each review and evaluation, the Board will consider how to improve its performance.
2.13 The Board will agree and set the goals and objectives for the Board and its committees each year and, if necessary, amend the relevant charters and policies.
2.14 With the advice and assistance of the Remuneration and Nomination Committee, the Board will review and approve the remuneration of the Company’s executive and non-executive directors.
3. Structure of the Board
3.1 The Board, with the recommendation of the Remuneration and Nomination Committee, determines the size and composition of the Board subject to the terms of the Memorandum and Articles of Association of the Company. The continued tenure of each individual director is subject to re-election from time to time, in accordance with the Memorandum and Articles of Association.
3.2 It is intended that the Board should comprise a mix of executive and non-executive directors and comprise directors with a broad range of skills, expertise and experience from a diverse range of backgrounds.
3.3 The directors appoint the Chairman and Deputy Chairman (if any) of the Board.
Criteria for an “independent” director
3.4 Where the charter of a Board Committee requires one or more “independent” directors, the following criteria are to be applied.
3.5 An “independent” director is a non-executive director who:
(a) is not a substantial shareholder (that is, holds 5% or more of the issued shares of the Company) of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company;
(b) within the last three years has not been employed in an executive capacity by the Company or a Pixie group company, or been a director after ceasing to hold any such employment;
(c) within the last three years has not been a principal of a material professional adviser or a material consultant to the Company or a Pixie group company, or an employee materially associated with the service provided;
(d) is not a material supplier or customer of the Company or a Pixie group company, or an officer of or otherwise associated directly or indirectly with a material supplier or customer;
(e) has no material contractual relationship with the Company or a Pixie group company other than as a director of the Company;
(f) has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the Company; and
(g) is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of the Company.
3.6 Family ties and cross-directorships may be relevant in considering interests and relationships which may compromise independence and should be disclosed by directors to the Board.
3.7 Each director is bound by all the Company’s charters, policies and codes of conduct, including:
(a) the Code of Conduct;
(b) the Share Trading Policy; and
(c) the Continuous Disclosure Compliance Policy.
3.8 The directors of the Company must:
(a) conduct their duties at the highest level of honesty and integrity;
(b) observe both the rule and spirit of the law and comply with any relevant ethical and technical standards;
(c) maintain the confidentiality of all information acquired in the course of conducting their role and not make improper use of, or disclose to third parties, any confidential information unless that disclosure has been authorised by the Board, or is required by law or by the ASX Listing Rules;
(d) observe the principles of independence, accuracy and integrity in dealings with the Board, its committees, internal and external auditors and senior management within the Company;
(e) disclose to the Board any actual or perceived conflicts of interest, whether of a direct or indirect nature, of which the director becomes aware and which the director reasonably believes may compromise the reputation or performance of the Company; and
(f) set a standard of honesty, fairness, integrity, diligence and competency in respect of the position of director.
4. Role of the Chairman
4.1 The Company recognises that it is important that the Chairman has a defined role in the organisation and operates in accordance with clear functional lines.
Role of the Chairman
4.2 The Company has initially appointed a non-executive Chairman. Any future Chairman of the Company will be selected on the basis of relevant experience, skill, judgement and leadership abilities to contribute to the effective direction of the Company.
Specific duties of the Chairman
4.3 The Chairman will:
(a) chair board meetings;
(b) establish the agenda for Board meetings, in consultation with the executive directors and the company secretary;
(c) chair meetings of shareholders, including the Annual General Meeting of the Company;
(d) be the primary spokesperson for the Company at the Annual General Meeting;
(e) represent the views of the Board to shareholders, the general public, governmental authorities, regulators and other stakeholders; and
(f) develop and maintain key strategic relationships.
5. Confidential information and external communication
5.1 The Board has established the following principles to apply in respect of information of the Company:
(a) generally, the Managing Director will speak for the Company. Individual Board members are expected not to communicate on behalf of the Board or the Company without prior consultation with the Managing Director;
(b) all disclosures of information to a shareholder which is not disclosed to the market must be approved under the Company’s Continuous Disclosure Policy and must comply with the ASX Listing Rules; and
(c) all directors are required to keep all information provided to them in their capacity as a director confidential.
6. Conflicts of interest
6.1 The directors of the Company are required to act in a manner which is consistent with the best interests of the Company as a whole free of any actual or possible conflicts of interest.
6.2 If a director considers that he or she might be in a position where there is a reasonable possibility of conflict between his or her personal or business interests, the interests of any associated person, or his or her duties to any other company, on the one hand, and the interests of the Company or his or her duties to the Company, on the other hand, the Board requires that the director:
(a) fully and frankly informs the Board about the circumstances giving rise to the conflict; and
(b) abstains from voting on any motion relating to the matter and absents himself or herself from all Board deliberations relating to the matter, including receipt of board papers bearing on the matter.
6.3 If a director believes that he or she may have a conflict of interest or duty in relation to a particular matter, the director should immediately consult with the Chairman.
7. Related party transactions
7.1 The Board has delegated to the Audit and Risk Management Committee responsibility for reviewing and monitoring related party transactions and investments involving the Company and its directors.
8.1 The Board will meet not less than two times formally per annum and as frequently as may otherwise be required to deal with urgent matters.
8.2 A meeting of the Board will usually be convened by the Chairman, although under the Company’s Memorandum and Articles of Association a meeting may be called by any director.
8.3 All directors are expected to diligently prepare for, attend and participate in all Board meetings. At a minimum, a quorum of directors under the Company’s Memorandum and Articles of Association is 2. Meetings of the Board may be held or participated in by conference call or similar means. Resolutions of the Board may be passed by circular resolution or in writing in accordance with the Company’s Memorandum and Articles of Association.
8.4 The Chairman in conjunction with the secretary of the Company should ensure the availability and, if necessary, the attendance at the relevant Board meeting, of any member of the Company’s executive management responsible for a matter included as an agenda item at the relevant meeting.
8.5 An agenda will be prepared for each meeting of the Board and its committees. The agenda will be prepared by the company secretary under the supervision of the Chairman.
8.6 The following items will be standing items on the agenda unless otherwise determined by the Chairman:
(a) approval of minutes of previous meeting;
(b) report by the relevant executive directors;
(c) report of the Audit and Risk Management Committee; and
(d) report of the Remuneration and Nomination Committee.
9. Board committees
9.1 In order to fulfil its duties, the Board has established the following committees:
(a) the Audit and Risk Management Committee, which is responsible for monitoring and advising the Board on the Company’s audit, risk management and regulatory compliance policies and procedures; and
(b) the Remuneration and Nomination Committee, which is responsible for overseeing the remuneration and human resources policies and practices of the Company, advising the Board on the composition of the Board and its committees, reviewing the performance of the Board, its committees and the individual directors.
9.2 Although the Board may delegate powers and responsibilities to these committees, the Board retains ultimate accountability for discharging its duties.
9.3 The composition of the membership, including the Chairman, of each of these committees will be as determined by the Board from time to time, subject to:
(a) the composition of the Audit and Risk Management Committee, which will comprise at least 2 non-executive directors, the majority of whom should be independent; and
(b) where the charter of a particular Committee contains specific requirements as to its composition.
9.4 The Board will consider and approve the charters of the various committees. These charters will identify the areas in which the Board will be assisted by each committee.
10. Independent advice
10.1 A director of the Company is entitled to seek independent professional advice (including, but not limited to, legal, accounting and financial advice) at the Company’s expense on any matter connected with the discharge of his or her responsibilities, in accordance with the procedures and subject to the conditions set out below:
(a) a director must seek the prior approval of the Chairman;
(b) in seeking the prior approval of the Chairman, the director must provide the Chairman with details of:
(i) the nature of the independent professional advice;
(ii) the likely cost of seeking the independent professional advice; and
(iii) details of the independent adviser he or she proposes to instruct;
(c) the Chairman may set a reasonable limit on the amount that the Company will contribute towards the cost of obtaining such advice;
(d) all documentation containing or seeking independent professional advice must clearly state that the advice is sought both in relation to the Company and the director in his or her personal capacity. However, the right to advice does not extend to advice concerning matters of a personal or private nature, including for example, matters relating to the director’s contract of employment with the Company (in the case of an executive director) or any dispute between the director and the Company; and
(e) the Chairman may determine that any advice received by an individual director will be circulated to the remainder of the Board.
11.1 The level of director remuneration will be recommended by the Remuneration and Nomination Committee.
12. Continuous disclosure
12.1 The Board has adopted a policy relating to the continuous disclosure obligations of the Company under the ASX Listing Rules. The Audit and Risk Management Committee will oversee the implementation of that policy and will report to the Board on compliance with that policy at each regular meeting of the Board.
1.1 This Code of Conduct (Code) applies to all executive and non-executive directors, officers, employees, consultants and contractors (collectively, Employees) of Pixie Group Limited (Company) and its subsidiaries (Group).
2. Reasons for this Code
2.1 The Company is committed to delivering strong returns and shareholder value while also promoting shareholder and general market confidence in the Company. The objectives of this Code are to ensure that:
(a) high standards of corporate and individual behaviour are observed by all Employees in the context of their employment with the Group;
(b) Employees are aware of their responsibilities to the Group under their contract of employment and always act in an ethical and professional manner; and
(c) all persons dealing with the Group, whether it be Employees, shareholders, suppliers, customers or competitors, can be guided by the stated values and practices of the Group.
2.2 The Group is committed to complying with this Code and expects that all Employees comply fully with it. Employees should at all times comply with both the spirit as well as the letter of all laws which govern the operation of the Group and the principles of this Code. Further, Employees should always use due care and diligence when fulfilling their role or representing the Group and should not engage in any conduct likely to bring discredit upon the Group.
3. Conduct expected of Employees
3.1 All Employees should:
Conflicts of interest
(a) Act honestly and in good faith at all times and in a manner which is in the best interests of the Group as a whole.
(b) Conduct their personal activities in a manner that is lawful and avoids conflicts of interest between the Employee’s personal interests and those of the Group and its customers. Where there is a potential conflict, the Employee should report that conflict to the Company Secretary.
(c) Not take advantage of property, information or position, or opportunities arising from these, for personal gain or to compete with the Group.
(d) Restrict the use of non-public information (whether specific to the Group or entrusted to it by others) except where disclosure is authorised or legally mandated.
(e) Not make improper use of any information acquired by virtue of being an Employee, including the use of that information for personal gain or the gain of another party or in breach of a person’s privacy.
Trading in securities
(f) All trading in securities, including trading in securities of the Company, must be in accordance with the Company’s share trading policies. The purpose of the share trading policies is to ensure compliance with the law and to minimise the scope for misunderstandings or suspicions regarding Employees trading in securities while in possession of non-public price sensitive information.
Responsibilities to key stakeholders
(g) Always deal with shareholders, clients, customers, suppliers, competitors and other Employees in a manner that is lawful, diligent and fair and with honesty, integrity and respect.
Protection and proper use of the Group’s assets
(h) Ensure that the Group’s assets are protected and only used for authorised and legitimate business purposes.
Compliance with laws and regulations
(i) Always act in a manner that is in compliance with all laws and regulations in the country in which they work. In addition, it is expected that all Employees will act in compliance with this Code and the Group’s other policies as in force from time to time.
(j)Bribes, kickbacks, inducements or other illegal payments of any kind must not be made (either directly or indirectly) to or for the benefit of any government official (of any country) or any other third party in connection with the business of the Company or favourable treatment or for any other purpose.
(k)Political contributions (to any government or political official or party) must not be made directly or indirectly on behalf of the Company without the prior approval of the Board.
(i) Report any actual or potential breaches of the law, this Code or the Company’s other policies to the Company Secretary. If ever in doubt, Employees should seek advice immediately.
4. Employment practices
4.1 The Group aims to provide a work environment in which all Employees can excel regardless of race, religion, age, disability, gender, sexual preference or marital status. In order to ensure that this occurs, the Group will from time to time maintain various policies relating to the workplace. Employees should familiarise themselves with such policies and ensure that they comply with them.
5. Accounting policies and disclosure
5.1 The Company is committed to delivering to shareholders and the market accurate, timely and up-to-date information within both the letter and spirit of the Listing Rules of the Australian Securities Exchange, all relevant laws and applicable accounting standards.
6. Encouraging the reporting of unlawful / unethical behaviour
6.1 The Group actively promotes and encourages ethical behaviour and protection for those who report violations of this Code or other unlawful or unethical conduct in good faith. The Group will ensure that Employees are not disadvantaged in any way for reporting violations of this Code or other unlawful or unethical conduct and that matters are dealt with promptly and fairly.
7. Compliance with this Code
7.1 The Company Secretary has responsibility for monitoring and ensuring compliance with this Code, including the conduct of regular reviews of operations and general compliance.
7.2 Failure by Employees to comply with this Code may result in disciplinary action, including in serious cases, dismissal.
8.1 For questions about the operation of this Code, please contact the Company Secretary.
1.1 The Audit and Risk Management Committee (Committee) has been established by Pixie Group Limited (Company) and its functions are to support and advise the board of directors (Board) in fulfilling its responsibilities to shareholders, employees and other stakeholders of the Company by:
(a) assisting the Board in fulfilling its oversight responsibilities for the financial reporting process, the system of internal control relating to all matters affecting the Company’s financial performance, the audit process, and the Company’s process for monitoring compliance with laws and regulations and the code of conduct; and
(b) implementing and supervising the Company’s risk management framework.
2.1 The Committee has authority to conduct or authorise investigations into any matters within its scope of responsibility. It is empowered to:
(a) retain outside counsel, accountants or others to advise the Committee or assist in the conduct of an investigation;
(b) seek any information it requires from employees (all of whom are directed to cooperate with the Committee’s requests) or external parties; and
(c) meet with the Company’s officers, external auditors or outside counsel, as necessary.
3. Specific responsibilities
3.1 In order to fulfil its responsibilities to the Board, the Committee will:
(a) Review the financial statements for the half year and full year, and consider whether they are complete, consistent with information known to Committee members, and reflect appropriate accounting policies and principles and provide a true and fair view of the Company’s financial positon and performance.
(b) Receive and consider in connection with the quarterly reports and half year and full year financial statements the CEO and CFO letters of representation to the Board in respect of financial reporting and the adequacy and effectiveness of its risk management, internal compliance and control systems and the process and evidence the CEO and CFO adopted to satisfy themselves.
(c) Review the financial sections of the annual report and related regulatory filings before release and consider the accuracy and completeness of the information.
(d) Review with management and the external auditors the results of the audit.
(e) Review the effectiveness of the Company’s internal controls regarding all matters affecting the Company’s financial performance and financial reporting, including information technology security and control.
(f) Review the scope of the internal and external auditors’ review of internal control, review reports on significant findings and recommendations, together with management’s responses, and recommend changes from time to time as appropriate.
(g) Review with management and the internal auditor (if one is appointed), this Charter, plans and scope of activities of the internal audit activity.
(h) Meet with the internal auditor to review reports and monitor management response.
(i) Meet separately, at least once a year, to discuss any matters that the committee or internal audit believes should be discussed privately.
(j) Review the effectiveness and objectivity of the internal audit activity.
(k) Ensure there are no unjustified restrictions or limitations, and review and concur in the appointment, replacement or dismissal of the internal auditor by management.
(l) Review the external auditors’ proposed audit scope and approach.
(m) Meet with the external auditors to review reports, and meet separately, at least once a year, to discuss any matters that the Committee or auditors believe should be discussed privately.
(n) Establish policies as appropriate in regards to the independence of the external auditor.
(o) Review and confirm the independence of the external auditors by obtaining statements from the auditors on relationships between the auditors and the Company, including non-audit services, and discussing the relationships with the auditors.
(p) Review the performance of the external auditors, and consider the re-appointment and proposed fees of the external auditor and, if appropriate, conduct a tender of the audit. Any subsequent recommendation following the tender for the appointment of an external auditor will be put to the Board and then if a change is approved it will be put forward to shareholders for their approval.
(q) Consider the workplan for Company compliance activities.
(r) Obtain regular updates from management and legal counsel regarding compliance matters.
(s) Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of relevant management’s investigation and follow-up (including disciplinary action) of any instances of non-compliance.
(t) Review the findings of any examinations by regulatory agencies.
(u) Review the process for communicating the Code of Conduct to Company personnel, and for monitoring compliance with it.
(v) Consider the overall risk management framework and review its effectiveness in meeting sound corporate governance principles. Keep the Board informed of all significant business risks.
(w) Review with management the system for identifying, managing, and monitoring the key risks of the Company.
(x) Obtain reports from management on the status of any key risk exposures or incidents.
(y) Regularly report to the Board about Committee activities, issues, and related recommendations.
(z) Provide an open avenue of communication between internal audit, the external auditors, and the Board. For the purpose of supporting the independence of their function, the external auditor and the internal auditor have a direct line of reporting access to the Committee.
(aa) Report annually to the shareholders, describing the Committee’s composition, responsibilities and how they were discharged, and any other information required by law or the ASX Listing Rules.
(bb) Review any other reports the Company issues that relate to the Committee’s responsibilities.
Related Party Transactions
(cc) Review and monitor related party transactions and investments involving the Company and its directors.
(dd) Perform other activities related to this Charter as requested by the Board.
(ee) Institute and oversee special investigations as needed.
(ff) Confirm annually that all responsibilities outlined in this Charter have been carried out.
(gg) Evaluate the Committee’s and individual members’ performance on a regular basis.
4.1 The Committee will comprise a minimum of 3 non-executive directors, the majority of whom should be independent.
4.2 All members should be financially literate. At least one member must have expertise in financial reporting.
4.3 The Board will nominate the Chairman of the Committee from time to time. The Chairman must be an independent non-executive director who is not the Chairman of the Board.
5. Procedural requirements
5.1 The Committee will meet as required but not less than two times a year.
5.2 A quorum of the Committee will comprise 2 members, although all members are expected to attend (either in person or by conference call or similar means) and participate.
5.3 If the Chairman of the Committee is absent from a meeting and no acting Chairman has been appointed, the members present may choose one of them to act as Chairman for that meeting.
5.4 Meetings of the Committee may be held or participated in by conference call or similar means, and decisions may be made by circular or written resolution.
5.5 Each member of the Committee will have one vote.
5.6 The Chairman will not have a casting vote. If there is a tied vote, the motion will lapse.
5.7 The Committee may seek such advice from any external parties as it may consider necessary or desirable to fulfil its objectives.
5.8 Following each meeting of the Committee, the Chairman of the Committee will report to the Board on any matter that should be brought to the Board’s attention and on any recommendation of the Committee that requires Board approval or action.
5.9 Minutes of meetings of the Committee will be prepared for approval by the Committee and circulated to the members of the Board.
5.10 The Company Secretary will provide such assistance as may be required by the Chairman of the Committee in relation to preparation of the agenda, minutes or papers for the Committee.
5.11 As necessary or desirable, the Chairman may invite members of management, including the head of internal audit and representatives of the external auditors or other external advisors, to be present at meetings of the Committee.
6. Annual review
6.1 The Committee will prepare and provide to the Board annually:
(a) a self-evaluation of its performance against its Charter, goals and objectives;
(b) recommended goals and objectives for the coming year; and
(c) recommended changes or improvements to its Charter if necessary.
6.2 The annual review may be done by way of an oral report to the Board by the Chairman of the Committee.
7. Revisions of this Charter
7.1 This Charter of the Committee must be approved by the Board.
7.2 The Committee is responsible for reviewing the effectiveness of this Charter and the operations of the Committee, and to make recommendations to the Board of any amendments to this Charter.
1.1 The Remuneration and Nomination Committee (Committee) has been established by the board of directors (Board) of Pixie Group Limited (Company) and its functions are to:
(a) support and advise the Board in fulfilling its responsibilities to shareholders, employees and other stakeholders of the Company, by endeavouring to ensure that:
(i) the directors and senior management of the Company are remunerated fairly and appropriately;
(ii) the remuneration policies and outcomes of the Company strike an appropriate balance between the interests of the Company’s shareholders, and rewarding and motivating the executives and employees in order to secure the long term benefits of their energy and loyalty; and
(iii) the human resources policies and practices are consistent with and complementary to the strategic direction and objectives of the Company as determined by the Board;
(b) review and advise the Board on the composition of the Board and its committees;
(c) review the performance of the Board, the Chairman and the individual executive and non-executive directors; and
(d) ensure that proper succession plans are in place for consideration by the Board.
2. Remuneration responsibilities
2.1 The Committee is required to review and make recommendations to the Board about (where applicable):
(a) the general remuneration strategy for the Company, so that it motivates the executives and employees to pursue the long term growth and success of the Company and establishes a fair and transparent relationship between individual performance and remuneration;
(b) the terms of remuneration for the executive directors and other senior management of the Company from time to time including the criteria for assessing performance;
(c) the outcomes of remuneration reviews for executives collectively, and the individual reviews for the executive directors, and other senior management of the Company;
(d) remuneration reviews for executive and non-executive directors of the Company;
(e) changes in remuneration policy and practices, including superannuation and other benefits;
(f) employee equity plans and allocations under those plans; and
(g) the disclosure of remuneration requirements in the Company.
3. Specific responsibilities
In order to fulfil its responsibilities to the Board, the Committee will (where applicable):
(a) Review and make recommendations to the Board regarding executive remuneration including, but not limited to, pension rights and remuneration payments.
(b) Consider whether to seek shareholder approval of the executive remuneration.
(c) Oversee the implementation of executive remuneration within the Company.
Executive directors and senior management
(d) Consider and make recommendations to the Board on the entire specific remuneration for the executive directors (including base pay, incentive payments, equity awards and service contracts), determine whether any shareholder approvals are required and ensure that any equity-based executive remuneration is made in accordance with shareholder approvals.
(e) Review and make recommendations to the Board regarding the proposed remuneration (including incentive awards, equity awards and service contracts) for senior management of the Company.
Employee share, option and other equity based plans
(f) Review and make recommendations to the Board regarding the design of all equity based plans.
(g) Keep all plans under review in the light of legislative, regulatory and market developments.
(h) For each such plan, determine each year whether awards will be made under that plan.
(i) Review and make recommendations to the Board regarding proposed aggregate and individual awards under each plan.
(j) Review and make recommendations to the Board regarding the administration and allocation of individual interests in awards which are held in a trust or similar structure.
(k) Review, make recommendations to the Board and keep under review performance hurdles for each equity based plan.
Non-executive Director remuneration
(l) Review and establish the level of remuneration, including pension or retirement plans, for non-executive directors. The level of director remuneration is to be set so as to attract the best candidates for the Board while maintaining a level commensurate with boards of similar size and type.
(m) Where necessary recommend that the Board seek an increase in the amount of remuneration for non-executive directors approved by shareholders.
(n) The Committee may request management or external consultants to provide necessary information upon which the Board may make its determination.
Board to seek prior Committee approvals
3.2 Before implementing any of the following proposals the Board will request the Committee to review the proposal and make a recommendation to the Board in relation to:
(a) any change to the remuneration or contract terms of the executive directors and any senior management of the Company;
(b) the design of any new equity or share plan or executive incentive or option plan, or the amendment of any existing equity or share plan or executive incentive or option plan;
(c) the total level of award proposed from equity or share plans or executive incentive or option plans; and
(d) any termination payment to the executive directors and any other senior management of the Company. A termination payment to any other departing executive must be reported to the Committee at its next meeting.
4. Nomination Responsibilities
4.1 In relation to its nomination function, the Committee is required to:
(a) critically review the performance and effectiveness of the Board and its individual members;
(b) establish criteria for Board membership;
(c) review the size and composition of the Board;
(d) periodically assess the skills required to discharge the Board’s duties, having regard to the strategic direction of the Company;
(e) propose candidates for directorships for consideration by the Board having regard to the desired composition as stated in the Board Charter;
(f) inform the Board of the names of directors who are retiring in accordance with the provisions of the Company’s Memorandum and Articles of Association and make recommendations to the Board as to whether the Board should support the renomination of that retiring director. In order to make these recommendations, the Committee will review the retiring director’s performance during the period in which the director has been a member of the Board;
(g) establish and facilitate an induction program for new directors with all such information and advice which may be considered necessary or desirable for the director to commence their appointment to the Board;
(h) identify any specific responsibilities of individual Board members, including the Chairman;
(i) review succession planning for the executive directors and other senior management (if any) of the Company and provide advice to the Board on progress; and
(j) review the membership and performance of other Board committees and make recommendations to the Board.
5.1 The Committee will comprise a minimum of 3 directors, including a majority of non-executive directors who should are also be independent.
5.2 The Board will nominate the Chairman of the Committee from time to time who must be an independent non-executive director.
6. Procedural requirements
6.1 The Committee will meet as required but not less than once a year.
6.2 A quorum of the Committee will comprise 2 members, one of whom must be the Chairman or, in the absence of the Chairman, another independent director.
6.3 If the Chairman is absent from a meeting and no acting Chairman has been appointed, the members present may choose one of them to act as Chairman for that meeting.
6.4 Meetings of the Committee may be held or participated in by conference call or similar means, and decisions may be made by circular or written resolution.
6.5 Each member of the Committee will have one vote.
6.6 The Chairman will not have a casting vote. If there is a tied vote, the motion will lapse.
6.7 A member must not be present for discussions at a Committee meeting on, or vote on a matter regarding, his or her own remuneration or a specific remuneration policy that affects him or her. However, a member who is a non-executive director may be present and vote in relation to the remuneration of non-executive directors.
6.8 The Committee may seek such advice from any external parties or professional advice as it may consider necessary or desirable to fulfil its objectives.
6.9 Following each meeting the Chairman will report to the Board on any matter that should be brought to the Board’s attention, and on any recommendation of the Committee that requires Board approval or action.
6.10 Minutes of meetings of the Committee will be prepared for approval by the Committee and circulated to the members of the Board.
6.11 The Company Secretary will provide such assistance as may be required by the Chairman in relation to preparation of the agenda, minutes or papers for the Committee.
7. Annual review
7.1 The Committee will prepare and provide to the Board annually:
(a) a self-evaluation of its performance against its Charter, goals and objectives;
(b) recommended goals and objectives for the coming year; and
(c) recommended changes or improvements to its Charter if necessary.
7.2 The annual review may be done by way of an oral report to the Board by the Chairman of the Committee.
8. Revisions of this Charter
8.1 This Charter of the Committee must be approved by the Board.
8.2 The Committee is responsible for reviewing the effectiveness of this Charter and the operations of the Committee and to make recommendations to the Board of any amendments.
1. Company’s Disclosure Obligations
1.1 Pixie Group Limited (Company) has adopted this Continuous Disclosure Policy (Policy) to ensure that it complies with its disclosure obligations under the Listing Rules of the Australian Securities Exchange (ASX).
1.2 This Policy applies to all executive and non-executive directors, officers, employees and contractors of the Company (or any entity which it controls) and their respective advisors (collectively, Employees).
1.3 Although this Policy relates to disclosure to ASX, the information which is material to the Company could arise in any country where the Company conducts business.
1.4 The main ASX disclosure requirement is set out in ASX Listing Rule 3.1, which essentially requires the Company to immediately notify ASX of information concerning the Company of which it is or becomes aware and which a reasonable person would expect to have a material effect on the price or value of securities of the Company.
1.5 Materially price sensitive information must be immediately notified to ASX unless it falls within the scope of the limited confidentiality exemption contained in ASX Listing Rule 3.1A.
2. Liaison with the ASX
2.1 The ASX Listing Rules require the Company to appoint a person to be responsible for communications with the ASX in relation to listing rule matters. That person is the Company Secretary (Company Secretary).
2.2 The Company Secretary plays an important role in the Company’s disclosure compliance programme. The Company Secretary will be the person principally responsible for overseeing and maintaining the Continuous Disclosure Policy. The Company Secretary is the liaison between the Company’s Reporting Officers, its Board of Directors and the ASX. The Company Secretary is also responsible for co-ordinating education within the Company about its disclosure obligations.
2.3 Reporting Officers and other persons should feel free to contact the Company Secretary if the Reporting Officers have any questions about the policy.
3. Reporting Officers
3.1 The Chief Executive Officer, Chief Financial Officer and Chief Operating Officer are designated Reporting Officers of the Company under this Policy.
3.2 The responsibilities of Reporting Officers are to:
(a) ensure that Employees are aware of this Policy and seek to ensure that they promptly provide the Reporting Officers with all material information and otherwise comply with this Policy;
(b) review information provided to and otherwise obtained from the Company’s reporting systems to determine whether the information is material;
(c) immediately report material information to the Company Secretary; and
(d) provide a monthly report to the Board (the details of which are discussed further in section 7 below).
4. Compliance approach
4.1 The Company takes its disclosure obligations seriously and seeks to comply with the spirit as well as the letter of the ASX Listing Rules.
4.2 This Policy emphasises a pro-active approach to continuous disclosure. Notwithstanding the appointment of Reporting Officers, all Employees are required to notify the Company Secretary or one of the Reporting Officers if they believe there is material information which requires disclosure and are encouraged to approach the Company Secretary or one of the Reporting Officers if they have any queries about what information should be disclosed to ASX. The objective is to create a culture of openness which is conducive to the fulfilment of the Company’s disclosure obligations.
5. Information to be reported
5.1 Examples of material price-sensitive information include and are not limited to::
(a) major acquisitions or divestitures;
(b) changes in the Board or senior management;
(c) a material change in the Company’s financial forecast or expected results;
(d) declaration of a dividend or distribution;
(e) a material change in accounting policy adopted by the Company; and
(f) a significant change in market, tax or regulatory conditions which is likely to have a material effect on the Company’s results.
5.2 An issue of equity securities, or entering into an agreement to issue equity securities, should always be considered material, and must be immediately announced to ASX.
5.3 The above examples are indicative only, and are not exhaustive. If in doubt as to whether information is sufficiently material, Reporting Officers and other persons should take a conservative view and report it to, or discuss it with, the Company Secretary.
6. Confidentiality Guidelines
6.1 Under ASX Listing Rule 3.1A, certain material information does not need to be disclosed if it falls within the scope of the confidentiality exemption in that Listing Rule. Therefore, once a Reporting Officer determines that a matter is material, the Board in consultation with the Reporting Officer will also consider whether it could be considered confidential having regard to the Confidentiality Guidelines (attached as Annexure 1).
6.2 It is imperative that all material information be immediately disclosed to the Company Secretary, who must distribute it to the Board. Only the Board can decide that a matter should not be disclosed because it falls within the confidentiality exemption. However, to assist the Board in making these decisions, the Reporting Officer should provide details as to why they consider the information may be confidential, as well as details of the relevant requirements described in Annexure 1.
6.3 If the Reporting Officer considers that information could be confidential, then the Reporting Officer should take all necessary steps to ensure that the information remains confidential. For instance, that information should not be disclosed to external parties except on the basis of a written confidentiality undertaking.
7. Reporting obligations of Reporting Officers
7.1 A Reporting Officer should immediately report all material information to the Board via the Company Secretary. The report may be written or oral. It is important that the report contains sufficient details to allow the Board to form a view as to whether the information is material and, if necessary, to prepare the appropriate form of disclosure. The Reporting Officer should also state for each matter whether they consider the information is confidential and the reasons for forming that view (see section 6 above).
7.2 In addition to providing ad hoc reports as above, Reporting Officers should report to the Board at the end of each month in a form similar to the report attached as Annexure 2.
8. Dealing with analysts
8.1 The Company must ensure that it does not give analysts or other select groups of market participants any material price sensitive non public information at any time, for example, during analyst briefings, answering analysts’ questions or reviewing draft analyst research reports. It is permissible to clarify or correct any errors of interpretation that analysts make concerning already publicly available information, but only to the extent that the clarification or correction does not itself amount to giving the analyst material non-public information (such as correcting market expectations about profit forecasts).
8.2 In order to preserve transparency and confidence in the Company’s disclosure practices, all information given to analysts at a briefing, such as presentation slides, should also be given to the Company Secretary for immediate release to ASX and posted on the Company’s website. The information must always be released to ASX before it is presented at the briefing.
8.3 Slides from other public speeches by a director or senior manager of the Company, such as at a general meeting of the Company or an industry seminar, which relate to the Company or its business should also be made available in this way.
8.4 All dealings with analysts should be carefully monitored by those Employees participating in such dealings to ensure that material non-public information is not inadvertently disclosed, and if it is disclosed to immediately disclose that information to ASX.
Authorised Company spokespersons
8.5 The only persons authorised to speak publicly on behalf of or in relation to the Company (i.e. to make public verbal statements in respect of the Company) are:
(a) the Chief Executive Officer/Managing Director; and
(b) any person who is expressly authorised in writing by the Board.
8.6 This requirement applies in respect of all enquiries by the media, analysts and shareholders in the Company.
8.7 All enquiries by regulators should be passed on to the Company Secretary immediately.
9. Market speculation and rumours
9.1 In general, the Company does not respond to market speculation and rumours except where:
(a) the speculation or rumours indicate that the subject matter is no longer confidential and therefore the exception to disclosure set out in the ASX Listing Rules no longer applies; or
(b) ASX formally requests disclosure by the Company on the matter (which it may do under ASX Listing Rule 3.1B); or
(c) the Board considers that it is appropriate to make a disclosure in the circumstances.
9.2 Only authorised company spokespersons may make any statement on behalf of the Company in relation to market rumours or speculation. If a Reporting Officer or other Employee becomes aware of any market speculation or rumours of which the Company Secretary may not be aware, these should be reported to the Company Secretary immediately.
10.1 All company announcements will be posted on the Company’s website immediately after they are released to ASX. The Company’s website will also contain other corporate material of interest to shareholders, such as:
(a) the Company’s Memorandum and Articles of Association; and
(b) copies or summaries of relevant corporate governance policies, including the Board Charter and Share Trading Policy.
11.1 The Company will issue letters to each of its directors (and the Reporting Officers) providing a copy of this Policy and advising directors of their obligations under it.
12. Review of policy
12.1 This Policy will be reviewed regularly by the Board having regard to the changing circumstances of the Company and any changes to this Policy will be notified to affected persons in writing. If Reporting Officers or other Employees have any comments or views concerning the operation or effectiveness of this Policy, they should also be communicated to the Company Secretary.
13.1 It is important that the Company complies with its continuous disclosure obligations. Accordingly, it is incumbent upon all Employees to comply with this Policy.
13.2 Breaches of this Policy will be viewed seriously and may lead to disciplinary action being taken against the relevant Employee. In serious cases, such action may include dismissal. Any Employee who becomes aware of a violation of this Policy should immediately report the violation to the Company Secretary.
14.1 For questions about the operation of this Policy, please contact the Company Secretary.
1. Material information must be reported
1.1 It is imperative that all material information be reported to the Company Secretary. However, Reporting Officers should also consider whether the material information could fall within the scope of the confidentiality exemption provided for in ASX Listing Rule 3.1A. Reports to the Company Secretary and/or the Board should confirm whether the Reporting Officer considers the material information is confidential and the reasons for forming that view.
2. Confidentiality exemption
2.1 To assist Reporting Officers in determining whether material information is, or may be confidential, the relevant portions of ASX Listing Rule 3.1A dealing with the confidentiality exemption are extracted below, together with some guidance as to their interpretation. It is important to note that material information will only be within the confidentiality exemption if each of the conditions in (a), (b) and (c) are satisfied.
2.2 The confidentiality exemption will apply if:
(a) a reasonable person would not expect the information to be disclosed; and
For instance, if the disclosure of the information would be materially prejudicial to the Company, e.g. if it came into the hands of competitors.
(b) the information is confidential and ASX has not formed the view that the information has ceased to be confidential; and Reporting Officers should specify why they consider the information is confidential. For instance:
§ the information could relate to an agreement which contains confidentiality provisions; or
§ the information is contained in internal reports and documentation, such as monthly management reports, which are not disclosed externally.
(c) one or more of the following conditions apply:
(i) it would be a breach of the law to disclose the information; or
(ii) the information concerns an incomplete proposal or negotiation; or
For instance, the information relates to negotiations or a non-binding terms sheet prior to a legally binding agreement being entered into. Once a legally binding agreement is entered into this exemption is no longer available, even if the agreement remains subject to conditions precedent.
(iii) the information comprises matters of supposition or is insufficiently definite to warrant disclosure; or
For example, preliminary indications of a financial result which have not been confirmed. However, if it is clear that a material variation to forecast results will occur, even if the precise result is not yet confirmed, disclosure may still be required. Always advise the Company Secretary of the matter if in doubt.
(iv) the information is generated for the internal management purposes of the company; or
(v) the information is a trade secret.
2.3 If Reporting Officers believe that certain material information falls within the terms of the confidentiality exemption, they should specify exactly why they consider it meets the criteria set out in (a), (b) and (c) above.
3.0 Maintaining confidentiality
3.1 If Reporting Officers consider that certain material information is confidential and this is accepted by the Board, then it is important that all necessary steps be taken to ensure that the information remains confidential. This includes ensuring that it is not disclosed to third parties except on the basis of a written confidentiality undertaking.
Disclosure Compliance Report
I, [insert name], am a Reporting Officer and confirm that at [insert date]:
(a) the attached report discloses in full the matters required to be disclosed by me under the Pixie Group Limited Continuous Disclosure Policy and which have not previously been notified to the Board; or
(b) there are no matters required to be disclosed by me under the Pixie Group Limited Continuous Disclosure Policy;
[Please delete either (a) or (b) as appropriate]
Signature of Reporting Officer
Note: Please confirm if the information could be considered to be confidential having regard to the Confidentiality Guidelines.
Compliance Report Details
[Insert detailed report of material issues or “Nil”.]
1. Reasons for having a policy
1.1 Pixie Group Limited (Company) has adopted this Share Trading Policy (Policy) for the purposes of:
- ensuring the Company meets the Recommendations established by the Australian Securities Exchange (ASX) Corporate Governance Council;
- maintaining investor confidence in the integrity of the Company’s internal controls and procedures; and
- providing guidance on avoiding any breach of the insider trading laws.
2. Who does this Policy apply to?
2.1 This Policy applies to all Executive and Non-Executive Directors, officers, key management personnel, employees, consultants, advisors and contractors (collectively, Employees) of the Company and its subsidiaries.
2.2 This Policy applies to all shares, options, debentures, bonds, notes and other traded securities in the Company (Securities) in which an Employee has either a direct or indirect interest (for example, under a trust or which are held by a company that the Employee controls).
3. Insider Trading Laws
3.1 The principal insider trading prohibition in Australian law is contained in the Corporations Act 2001.
What is Inside Information?
Inside Information is information relating to the Company that is not generally available but, if the information was generally available, a reasonable person would expect that information to have a material effect on the price or value of the Company’s Securities.
A person (an Insider) who is in possession of Inside Information is prohibited from:
- applying for, acquiring, disposing of or entering into an agreement to apply for, acquire or dispose of the Company’s Securities;
- procuring another person to apply for, acquire, dispose of or enter into an agreement to apply for, acquire or dispose of the Company’s Securities; or
- directly or indirectly communicating the Inside Information to another person when the Insider knows, or ought reasonably to know, that the other person would or would be likely to:
- apply for, acquire, dispose of or enter into an agreement to apply for, acquire or dispose of the Company’s Securities; or
- procure another person to apply for, acquire, dispose of or enter into an agreement to apply for, acquire or dispose of the Company’s Securities.
3.2 Even outside the Blackout Periods, an Employee may be in possession of price sensitive non-public information. In that case, insider trading laws would still prohibit the Employee from buying or selling Securities outside the Blackout Periods (see section 4.1 below).
3.3 Information does not have to originate within the Company to be inside information, so long as it affects or would (if made public) affect the Company or the Company’s share price.
3.4 Examples of price sensitive information include and are not limited to:
- the Company considering making a major acquisition;
- a significant business development;
- a proposed new share issue;
- a forecast being materially revised (either up or down); and
- a major change in senior management.
3.5 Information is not generally available until it has been released to the market. In most cases, price sensitive information is not generally available until it has been formally released by the ASX.
3.6 What are the consequences of insider trading?
Criminal penalties may be imposed for a breach of the insider trading prohibitions, including a fine and a jail term for an individual.Further, an insider trader and any other persons involved in the contravention may also be held liable to compensate third parties for any resulting loss.
4. Trading prohibited during Black-out Periods
4.1 Employees are prohibited from trading in Securities during a Blackout Period. The Blackout Period for the purposes of the ASX Listing Rules is a “Closed Period”.
Unless the Board otherwise directs, in its absolute discretion, Blackout Periods will occur for a period of 4 weeks as notified by the Company Secretary immediately prior to, and on the day of, the public release by the Company to ASX of each of the following:
- preliminary full year results;
- its Annual Report;
- Half Year results;
- Quarterly Reports; and
- a disclosure document, e.g. prospectus.
The Board may notify other Blackout Periods that may apply from time to time.
4.2 The Company Secretary will notify Employees by email when a Blackout Period begins and ends.
4.3 Notification of Trading.
Directors are required to notify the Chairman in writing (which can be by email) in advance of their intention to buy or sell Securities. The Chairman must notify the Managing Director in advance of any such intention. In addition, any changes in a Director’s direct or indirect interest in Securities must be immediately reported to the Company Secretary so that appropriate disclosure can be submitted to the ASX within five (5) business days.
Other Employees must notify the Company Secretary in advance of an intention to buy or sell Securities.
In instances where Exceptional Circumstances exist for trading to occur (see section 4.5 below) prior written clearance from the Chairman is required. Requests for permission should be made through the Company Secretary.
4.4 A copy of notices will be sent to the Company Secretary for the official file.
4.5 Exceptional Circumstances
Any Employee, who is not in possession of Inside Information affecting Securities, may be given prior written approval to sell or otherwise dispose of Securities during a Blackout Period where there are exceptional circumstances. Exceptional circumstances may include:
- severe financial hardship which means an Employee has a pressing financial commitment that cannot be satisfied otherwise than by selling the Securities;
- if an Employee is required by a court order, or there are court enforceable undertakings to transfer or sell the Securities or there is some other overriding legal or regulatory requirement for the Employee to do so; or
- a situation determined by the Chairman (or in the case of the Chairman the Managing Director) to be an exceptional circumstance.
When requesting prior written approval to sell or otherwise dispose of Securities during a Blackout Period, an Employee must submit an application in writing (which can be by email) to the Chairman, generally through the Company Secretary (in the case of the Chairman an application in writing (which can be by email) to the Managing Director) including the reasons for requesting approval. Approval, if granted, must be in writing (which can be by email) and must specify a time period for which the approval applies.
5. Excluded Trading
5.1 Trading that is excluded from the restrictions in this Policy includes:
- transfers of Securities already held into a superannuation fund or other saving scheme in which the Employee is a beneficiary;
- an investment in, or trading units of, a fund or other scheme (other than a scheme only investing in the Company’s Securities) where the assets of the fund or other scheme are invested at the discretion of a third party;
- where an Employee is a trustee, trading in Securities by that trust provided the Employee is not a beneficiary of the trust and any decision to trade during a Blackout Period is taken by the other trustees or by the investment managers independently of the Employee;
- undertakings to accept, or the acceptance of, a takeover offer;
- trading under an offer or invitation made to all or most of the security holders, such as, a rights issue, a security purchase plan, a dividend or distribution investment plan (DRP) and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board;
- a disposal of securities of the entity that is the result of a secured lender exercising their rights, for example, under a margin lending arrangement;
- the exercise (but not the sale of securities following exercise) of an option or a right under an employee incentive scheme, or the conversion of a convertible security, where the final date for the exercise of the option or right, or the conversion of the security, falls during a Blackout Period and where the Employee could not reasonably have been able to exercise at a time when free to do so; and
- trading under a non-discretionary trading plan for which prior written clearance has been provided in accordance with procedures set out in this Policy and where:
- the Employee did not enter into the plan or amend the plan during a Blackout Period; and othe trading plan does not permit the Employee to exercise any influence or discretion over how, when, or whether to trade.
6. Review of this Policy
6.1 This Policy will be reviewed regularly by the board of Directors of the Company having regard to the changing circumstances of the Company and any changes to this Policy will be notified to Employees in writing. If Employees have any comments or views concerning the operation or effectiveness of this Policy, they should also be communicated to the Company Secretary.
7.1 It is incumbent upon all Employees to comply with this Policy, uphold the law and not participate in any Insider Trading activities. Employees should also avoid any appearance of Insider Trading.
7.2 Breaches of this Policy will be viewed seriously and may lead to disciplinary action being taken against the relevant Employee. In serious cases, such action may include dismissal. In some circumstances, the Company may be obliged to notify regulatory and/or criminal authorities of a serious breach of this Policy. Any Employee who becomes aware of a violation of this Policy should immediately report the violation to the Company Secretary.
8.1 For questions about the operation of this Policy, please contact the Company Secretary.
1.1 Pixie Group Limited (Company) has adopted this Shareholder Communication Policy (Policy) to ensure that shareholders are informed in a timely and readily accessible manner of all major developments affecting the Company.
1.2 The purpose of this policy is to promote effective communication with shareholders and to encourage and facilitate participation at the Company’s general meetings and deal promptly with the enquiries of shareholders.
2. Methods of communication
2.1 Information is provided to shareholders through, but is not limited to:
(a) the Company’s annual, half-yearly and quarterly reports;
(b) market releases to the Australian Securities Exchange (ASX) in accordance with continuous disclosure obligations;
(c) the Investor relations section of the Company’s website; and
(d) the annual general meeting (AGM) and extraordinary general meeting (EGM).
2.2 The Company encourages shareholders to receive company information electronically by registering their email address online with the Company’s share registry.
3. ASX releases
3.1 The Company will make announcements to ASX in a timely manner in accordance with the ASX Listing Rules (see also the Company’s Continuous Disclosure Policy).
3.2 All announcements made to ASX are available to shareholders:
(a) under the investor relations section of the Company’s website; and
(b) under the company announcements section of the ASX website.
4.1 The Investor relations section of the Company’s website is the primary medium of providing information to all shareholders.
4.2 The Investor relations section of the Company’s website will contain information relevant to shareholders and stakeholders, including statements lodged with the ASX by the Company (including all financial results, annual reports and press releases), board and board committee charters and corporate governance policies and other material relevant to shareholders.
5. Annual general meeting (AGM)
5.1 The AGM provides an important opportunity for the Company to provide information to its shareholders and a reasonable opportunity for informed shareholder participation. At the AGM, shareholders can express their views to the Board and vote on the Board’s proposals. All shareholders are encouraged to attend the AGM.
5.2 The date, time and location of the AGM will be provided in the notice of meeting, in the annual report and on the Company’s website.
5.3 The notice of meeting and proxy form will be distributed to all shareholders prior to the AGM in the timeframe set by the Singapore Companies Act, and will be available on the Company’s website.
5.4 The Company’s auditor will attend its AGM and will be available to answer any questions regarding the conduct of and any issues arising from the audit or the preparation and content of the auditor’s report.
6. Analysts and institutional investors
6.1 The Company may conduct briefings for analysts and institutional investors from time to time to discuss matters concerning the Company. The Company’s policy in relation to such briefings is that:
(a) only the Chief Executive Officer/Managing Director or other representative of the Company approved by the Board will be authorised to speak to analysts and institutional investors;
(b) the Company will not comment on price sensitive issues not already disclosed to the market; and
(c) any questions raised in relation to price sensitive issues not already disclosed to the market will not be answered or will be taken on notice. If a question is taken on notice and the answer would involve the release of price sensitive information, the information must be released through ASX before responding.
7.1 Annual report: Unless shareholders have elected to have a hardcopy of the annual report mailed to them, the annual report (or a link where it can be downloaded) will be emailed to shareholders (to the email address recorded on the Company’s share register) prior to the AGM within the timeframe set by the Singapore Companies Act.
7.2 Half-year and full year results and Quarterly reports: The half-year and full-year results and Quarterly reports are announced to the ASX pursuant to the ASX Listing Rules and are available to shareholders in the same manner as other ASX announcements.
7.3 Share registry: Shareholders with any questions related to their shareholding should contact the Company’s share registry, Boardroom Pty Limited
7.4 Shareholder privacy: The Company recognises that privacy is important and will not disclose registered shareholder details unless required by law. However, shareholders should be aware that certain details of holdings in a public company are publicly available by law. Shareholder details will only be used by the Company in accordance with applicable privacy laws.