Keybridge Capital : Corporate Governance Statement
KBC.AX
For personal use only
CORPORATE GOVERNANCE STATEMENT
INTRODUCTION
The Board of Directors is committed to maintaining high standards of safety, performance and corporate governance for Keybridge Capital Limited (Company or Keybridge) and the entities it controls (Group or Keybridge Group). Good corporate governance is about having a set of core values and behaviours that underpin the Group's activities and ensure transparency, fair dealing and protection of the interests of stakeholders - including shareholders, personnel, suppliers and communities in which the Group operates.
The Board of Directors supports the Corporate Governance Principles and Recommendations (4th Edition) (ASX Recommendations) developed by the ASX Corporate Governance Council (Council).
The Company's practices are largely consistent with the ASX Recommendations. The Board considers that the implementation of a small number of ASX Recommendations is not appropriate, for the reasons set out below in relation to the items concerned. The Board uses its best endeavours to ensure that exceptions to the ASX Recommendations do not have a negative impact on the Company or the best interests of shareholders as a whole.
As required by the ASX Listing Rules, this Corporate Governance Statement (CGS) discloses the extent to which the Company has followed the ASX Recommendations during the 2020/2021 financial year (Reporting Period), as summarised below:
ASX Corporate Governance Principles and Recommendations
CGS Reference
Principle 1 - Lay solid foundations for management and oversight
1.1 - 1.7
Principle 2 - Structure the Board to be effective and add value
2.1 - 2.6
Principle 3 - Instil a culture of acting lawfully, ethically and responsibly
3.1 - 3.4
Principle 4 - Safeguard the integrity in corporate reports
4.1 - 4.3
Principle 5
- Make timely and balanced disclosure
5.1 - 5.3
Principle 6
- Respect the rights of security holders
6.1 - 6.5
Principle 7
- Recognise and manage risk
7.1 - 7.4
Principle 8
- Remunerate fairly and responsibly
8.1 - 8.3
The Company has also prepared an ASX Appendix 4G - Key to Corporate Governance Disclosures (which reports on the Company's compliance with each of the ASX Recommendations) - this has been lodged with the CGS on ASX and may be viewed and downloaded from the Company's website (details below).
A copy of the ASX Recommendations can be found on the ASX website.
The Company's latest 2021 Annual Report (and other ASX market announcements and releases) may be viewed and downloaded from the Company's website at the following URL: http://www.keybridge.com.au
The Corporate Governance page of the Keybridge website contains most of the charters, codes and policies which are referred to in this CGS, at the following URL: http://keybridge.com.au/corporate_governance.php
The names of the Chairman, Managing Director and Non-Executive Directors and the Company Secretary currently in office and their qualifications, experience and positions in other listed companies are stated in the Company's latest 2021 Annual Report.
Approved by the Board and current as at 7 January 2022
Keybridge Capital Limited
|
ABN 16 088 267 190 | ASX Code KBC | Web www.keybridge.com.au
Registered Office
|
Suite 614, Level 6, 370 St Kilda Road, Melbourne, Victoria 3004, Australia
Company Secretarial Enquiries
|
Telephone +61 3 9686 7000 Email [email protected]
For personal use only
2021/2022 FINANCIAL YEAR
KEYBRIDGE CAPITAL LIMITED
A.B.N. 16 088 267 190
CORPORATE GOVERNANCE STATEMENT
PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
In general, the Board is responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of the Company. The Board is also responsible for the overall corporate governance of the Company and recognises the need for the highest standards of behaviour and accountability in acting in the best interests of the Company as a whole.
The Board also seeks to ensure that the Company complies with all of its contractual, statutory and any other legal and regulatory obligations. The Board has the final responsibility for the successful operation of the Company. Where the Board considers that particular expertise or information is required, which is not available from within its members, appropriate external advice may be taken and reviewed prior to a final decision being made by the Company.
Without intending to limit the general role of the Board, the principal functions and responsibilities of the Board include the matters set out below, subject to delegation to Senior Management as specified elsewhere in this CGS or as otherwise appropriate:
The Company also has a Board Charter which seeks to promote standards of corporate governance, clarify the roles and responsibilities of the Board and enable the Board to provide strategic guidance for the Company and effective management oversight. The Board Charter may be viewed and downloaded from the Company's website: http://keybridge.com.au/corporate_governance.php
1.1.2. Senior Management
The role of Senior Management is to deliver the strategic direction and goals determined by the Board.
The Board has delegated to the Managing Director, and through the Managing Director to other Senior Executives (as applicable), responsibility for the day-to-day management of the Group, which includes:
Senior Management may also be delegated responsibility for other matters under policies adopted by the Board.
2021 CORPORATE GOVERNANCE| 2
For personal use only
2021/2022 FINANCIAL YEAR
KEYBRIDGE CAPITAL LIMITED
A.B.N. 16 088 267 190
CORPORATE GOVERNANCE STATEMENT
The Company's Senior Management Team comprises:
1.2. Board Nominations
The Board will consider nominations for appointment or election of Directors that may arise from time to time, having regard to the skills and experience required by the Company (as detailed in the Board Skills Matrix referred to in Section 2.1 below) and procedures outlined in the Company's Constitution and the Corporations Act 2001 (Cth).
The Company undertakes appropriate checks before appointing a person, or putting forward to shareholders a candidate for election, as a Director. Candidates are assessed through interviews, meetings and background and reference checks (which may be conducted both by external consultants and by Directors) as appropriate.
The Company gives shareholders all material information in its possession relevant to the decision on whether or not to elect (or re-elect) a Director, either in the notice of the meeting at which the election of the Director is to be held, or by including in the notice a clear reference to the location on the Company's website, Annual Report or other document lodged with ASX where the information can be found.
1.3. Terms of Appointment - Directors and Senior Executives
Each new Non-Executive Director will receive a letter formalising their appointment and outlining the material terms of their appointment including: the time commitment expected; the requirement to disclose their interests and matters affecting their independence to the Company; the obligation to comply with key Company policies, including the Board Charter, Diversity Policy, Corporate Code of Conduct, Code of Conduct for Directors and Senior Executives, Related Party Policy and Securities Trading Policy; the Company's policy on Directors seeking independent advice; the policy in relation to the payment of additional remuneration in respect of special exertions undertaken by the Director (at the request of the Company) and the retirement requirements (subject to the right to seek re-election at the Company's Annual General Meeting). In addition, the Company has established a Whistleblower Policy and Anti-Bribery and Corruption Policy which can be found on the Company's website.
In addition, the Company and each Director are party to Director's Access, Indemnity and Insurance Deeds, discussed in more detail in Section 2.15 below. The Non-Executive Directors of the Company have not been appointed for a fixed term.
Senior Executives will generally have written employment agreements with the Company setting out their duties, obligations and remuneration. The Company's current Senior Executives during the 2020/2021 financial year were Nicholas Bolton and John Patton (Company Secretary). The Company has entered into a formal employment agreement with the Nicholas Bolton as a Chief Executive Officer, a summary of which is outlined within the Remuneration Report in the Company's latest 2021 Annual Report. The Company has entered into an informal consultancy arrangement with the Company Secretary, a summary of which is outlined within the Remuneration Report in the Company's latest 2020 Annual Report.
The remuneration paid/payable to the Company's 'Key Management Personnel' (which includes the Chief Executive Officer, Non-Executive Directors and the Company Secretary) are outlined within the Remuneration Report in the Company's latest 2021 Annual Report.
The Company's Constitution requires that at every Annual General Meeting (AGM), any director who has been appointed by the Board since the last AGM or who held office at the time of the preceding two AGMs and did not retire at either of them, shall retire from office and will be eligible to stand for re-election by shareholders. If no director would otherwise be required to submit for election or re-election under this rule and the ASX Listing Rules require that an election of directors be held, the director to retire at the AGM is the director who has been longest in office since their last election or appointment.
The initial appointment and last re-election dates of each current Director are listed below.
Director
First Appointed/Elected
AGM Last Re-elected
Jeremy Kriewaldt
13
October 2016
21
January 2020 (2019 AGM)
Antony Catalano
16
April 2020
22
December 2020 (2020 AGM)
Nicholas Bolton
13
October 2019
N/A
2021 CORPORATE GOVERNANCE| 3
For personal use only
2021/2022 FINANCIAL YEAR
KEYBRIDGE CAPITAL LIMITED
A.B.N. 16 088 267 190
CORPORATE GOVERNANCE STATEMENT
1.4. The Company Secretary
The Company Secretary is appointed by the Board and is responsible for developing and maintaining the information systems and processes that are appropriate for the Board to fulfil its role. The Company Secretary is responsible to the Board for ensuring compliance with Board policies and procedures and governance matters. The Company Secretary ensures the timely despatch of Board papers and the accurate minuting of Board meetings. He has responsibility to facilitate the ongoing professional development of Directors. The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. The Company Secretary is also responsible for overseeing and coordinating disclosure of information to the ASX as well as communicating with the ASX.
The current Company Secretary (since 13 October 2019) is John Patton (who was also Chairman until 21 January 2020), whose qualifications, experience and positions in other listed companies are stated in the Company's latest 2021 Annual Report.
1.5. Diversity
The Company has adopted a Diversity Policy that aims to promote diversity across the Group through a number of initiatives.
The Company's objective is to promote a culture that draws on the diverse and relevant experience, skills, expertise, backgrounds and perspectives of its Directors and personnel. It recognises the importance of gender diversity within its Board and management team.
The Board, Senior Management and personnel of the Company/Group currently comprises individuals that are culturally diverse, together with possessing an appropriate blend of qualifications and skills. The Company recognises the positive advantages of a diverse workplace and is committed to:
The Diversity Policy provides for the Board to:
It is the responsibility of all personnel to understand and comply with the Diversity Policy.
The small size of, and low turnover within, the Company's workforce is such that it cannot realistically be expected to reflect the degree of diversity of the general population. Given those circumstances, and the current nature and scale of the Company's activities, the Board has determined that it is not practicable to set measurable objectives for achieving gender diversity at this time. The Board monitors the extent to which the level of diversity within the Company is appropriate on an ongoing basis and periodically considers measures to improve it. The Board will further consider the establishment of objectives for achieving gender diversity as the Company develops and its circumstances change.
The Board has delegated the responsibility of monitoring and ensuring workplace diversity to the Managing Director.
The Company does not currently have any women on the Board or in Senior Executive roles within the Group. "Senior Executive" means the Chief Executive Officer, Executive Directors (if any) and a member of Senior Management that directly reports to the Chief Executive Officer. In this regard, it is noted that the Company has three members on its Board and one other Senior Executive (being the Company Secretary). As at 30 June 2021, ~33% of the Group's personnel (including Directors and consultants) were female.
The Diversity Policy may be viewed and downloaded from the Company's website:
http://keybridge.com.au/corporate_governance.php
1.6. Board - Performance Review and Evaluation
The Board as a whole has responsibility to review its own performance, the performance of individual Directors and the performance of Board Committees. The Chairman also speaks to Directors individually regarding their role and performance as a Director.
2021 CORPORATE GOVERNANCE| 4
For personal use only
2021/2022 FINANCIAL YEAR
KEYBRIDGE CAPITAL LIMITED
A.B.N. 16 088 267 190
CORPORATE GOVERNANCE STATEMENT
Generally, Board and Committee evaluations are conducted via questionnaires and/or interviews covering matters such as each Director's individual contribution, Board and Committee performance and the functioning of the Board and Committee processes. The overall outcomes are discussed by the Board from time to time with measures taken to improve the effectiveness and efficiency of the Board and Committees (as appropriate). The Board is in the process of initiating a performance evaluation of Directors, as at the date of this CGS.
The Board is also responsible for reviewing the performance and remuneration of Executive Directors (where applicable).
1.7. Senior Executive - Performance Review and Evaluation
The Chief Executive Officer reviews the performance of the Company Secretary, who is the only other Senior Executive (that is not a Director).
The Board determines the remuneration benefits (including equity-based remuneration) of Senior Management and advise on those determinations.
A performance evaluation and remuneration review will be initiated with the Chairman during the 2021/2022 financial year.
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1. Board of Directors - Composition, Structure and Process
The Board has been formed so that it has an effective composition, size and commitment to adequately discharge its responsibilities and duties given the current size and the scale and nature of the Company's activities. The Directors periodically review whether the size and composition of the Board remains appropriate to the Company's activities and operating environment.
The names of the Chairman and other Directors in office and their qualifications, experience and positions in other listed companies are stated in the Company's latest 2021 Annual Report. A Director is generally initially appointed by the Board and retires (and may stand for re-election) at the next AGM after their appointment (as outlined in Section 1.3 above).
2.2. Remuneration and Nomination Committee (RNC)
As a consequence of the size and composition of the Company's Board (comprising the Managing Director and two Non-Executive Directors) the Board does not have a stand-alone Nomination Committee or RNC.
2.3. Skills, Knowledge and Experience
The Board seeks to ensure that its members have an appropriate mix of skills, knowledge and experience to enable it to properly perform its responsibilities and be well equipped to navigate the Company through the many opportunities and challenges it faces.
Directors are appointed based on the specific business, corporate and governance skills and experience required by the Company. The Board recognises the need for Directors to have a relevant blend of skills and personal experience in a range of disciplines required for the proper management and oversight of the Company's operations, having regard to the scale and nature of its activities.
While recognising that each Director will not necessarily have experience in each of the following areas, the Board seeks to ensure that its membership includes an appropriate mix of Directors with experience in the financial/investments sector, capital markets, general management, accounting and finance and corporate affairs.
The diverse qualifications, skills and experiences of the Directors, disclosed in the Company's latest 2021 Annual Report, represents a mix that the Board believes is appropriate to have reflected among its members. The Board reviews its capability at least annually.
2.4. Chairman
The Chairman leads the Board and has responsibility for ensuring that the Board receives accurate, timely and clear information to enable Directors to perform their duties as a Board. The Non-executive Chairman is Jeremy Kriewaldt (appointed Director on 13 October 2016 and Chairman on 30 October 2020), whose qualifications, experience and positions in other listed companies are stated in the Company's latest 2021 Annual Report. The Company has a Managing Director and Chief Executive Officer (CEO). The Board has determined that the CEO
2021 CORPORATE GOVERNANCE| 5
This is an excerpt of the original content. To continue reading it, access the original document here.
Disclaimer
Keybridge Capital Limited published this content on 07 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 January 2022 08:07:07 UTC.