ASX Principles checklist

1.1 A listed entity should disclose:

a. the respective roles and responsibilities of its board and management, and
b. those matters expressly reserved to the board and those delegated to management

1.2 A listed entity should:

a. undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director, and
b. 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

1.5 A listed entity should:

a. 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
b. disclose that policy or a summary of it, and
c. 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:

i. 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
ii. 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

1.6 A listed entity should:

a. have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors, and
b. disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process

1.7 A listed entity should:

a. have and disclose a process for periodically evaluating the performance of its senior executives, and
b.disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process

2.1 The board of a listed entity should:

a. have a nomination committee which:

i. has at least three members, a majority of whom are independent directors, and
ii. is chaired by an independent director, and disclose
iii. the charter of the committee
iv. the members of the committee, and
v. 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

2.3 A listed entity should disclose:

a. the names of the directors considered by the board to be independent directors
b. if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion, and
c. the length of service of each director

3.1 A listed entity should:

a. have a code of conduct for its directors, senior executives and employees, and
b. disclose that code or a summary of it

4.1 The board of a listed entity should:

a. have an audit committee which:

i. has at least three members, all of whom are non-executive directors and a majority of whom are independent directors,and
ii. is chaired by an independent director, who is not the chair of the board, and disclose:
iii. the charter of the committee
iv. the relevant qualifications and experience of the members of the committee, and
v. in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings,

b. if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner

5.1 A listed entity should:

a. have a written policy for complying with its continuous disclosure obligations under the Listing Rules, and
b. disclose that policy or a summary of it

7.1 The board of a listed entity should:

a. have a committee or committees to oversee risk, each of which:

i. has at least three members, a majority of whom are independent directors, and
ii. is chaired by an independent director, and disclose
iii. the charter of the committee
iv. the members of the committee, and
v. 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 risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity's risk management framework

7.2 The board or a committee of the board should:

a. review the entity's risk management framework at least annually to satisfy itself that it continues to be sound, and
b. disclose, in relation to each reporting period, whether such a review has taken place

7.3 A listed entity should disclose:

a. if it has an internal audit function, how the function is structured and what role it performs, or
b. if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes

8.1 The board of a listed entity should:

a. have a remuneration committee which:

i. has at least three members, a majority of whom are independent directors, and
ii. is chaired by an independent director, and disclose
iii. the charter of the committee
iv. the members of the committee, and
v .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 remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive

8.3 A listed entity which has an equity-based remuneration scheme should:

a. have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or b. otherwise) which limit the economic risk of participating in the scheme, and
b. disclose that policy or a summary of it