CORPORATE GOVERNANCE STATEMENT 2017/18

The Board of Quintis ("Board") is committed to ensuring that the Company's obligations and responsibilities to its various stakeholders are fulfilled through its corporate governance practices. The Directors and their executive management undertake to perform their duties with honesty, integrity, care and due diligence, to act in good faith in the best interests of the Company in a manner that reflects the highest standards of corporate governance.

The Company's Board and management are committed to a high standard of corporate governance practices, ensuring that the Company complies with the Corporations Act 2001 (Cth), ASX Listing Rules, Company Constitution and other applicable laws and regulations.

The Company has followed the ASX Corporate Governance Council's Principles and Recommendations ("Principles and Recommendations") where the Board has considered the recommendations to be an appropriate benchmark for its corporate governance practices.

Where, after due consideration, the Company's corporate governance practices depart from a recommendation, the Board has offered full disclosure and reason for adoption of its own practice, in compliance with the "if not, why not" regime.

Principle

Recommendation

Conform (Y/N)

Disclosure

1 - Lay solid foundations for management and oversight

1.1 A listed entity should disclose:

  1. the respective roles and responsibilities of its board and management; and

  2. those matters expressly reserved to the board and those delegated to management

Y Y

Refer to the Board Charter.

1.2 A listed entity should:

  1. undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election. As a Director; and

  2. 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.

Y

Y

The Board's policy and procedure for the selection, nomination and appointment of new directors and the re-election of incumbent directors is as follows:

The Board, through the Remuneration Committee, oversees the appointment and induction process for directors and the selection, appointment and succession planning process of the Company's CEO/Managing Director. When a vacancy exists or there is need for particular skills, the Board determines the selection criteria based on the skills deemed necessary.

The Board identifies potential candidates with advice from an external consultant. Those nominated are assessed by the Board against background, experience, professional skills, personal qualities, whether the nominee's skills and experience will augment the existing Board, and their availability to commit themselves to the Board's activities. The Board then appoints the most suitable candidate. Board candidates must stand for election at the next general meeting of shareholders.

When directors are due for re-election, the Board does not endorse the reappointment of a director who is not satisfactorily performing the role.

1.3 A listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment.

Y

A written letter with each Director outlines personal obligations and responsibilities as a Director, and provides them with other information to assist them fulfil the role of Director properly.

Contracts of employment are entered into with all senior executives.

Principle

Recommendation

Conform (Y/N)

Disclosure

1.4 The Company Secretary of a listed entity should be accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.

Y

The Company Secretary's role is to support the effectiveness of the

Board and its committees. The Company Secretary's role includes, but is not limited to:

  • advising the Board and its Committees on governance matters;

  • monitoring the Board and Committee's policies and procedures are followed;

  • coordinating the timely completion and despatch of Board and Committee papers;

  • ensuring that the business at Board and Committee meetings is accurately captured in the minutes; and

  • helping to organise and facilitate the induction of Directors.

Each Director of the Company is able to communicate directly with the Company Secretary and vice versa. More information in the Board Charter.

Principle

Recommendation

Conform (Y/N)

Disclosure

1.5 A listed entity should:

  1. 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;

  2. disclose that policy or summary of it; and

  3. disclose 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:

  4. the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation (including how the entity defined "senior executive" for these purposes); or

  5. if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined and published

  6. under the Act.

Y

Y Y

The Company has an established Diversity Policy which provides a framework for the Company to achieve the following objectives:

  • a diverse skilled workforce, leading to continuous improvement in service delivery and achievement of corporate goals;

  • a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff;

  • improved employment and career development opportunities for women;

  • a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives through improved awareness of the benefits of workforce diversity and successful management of diversity; and

  • awareness in all staff of their rights and responsibilities with regards to fairness, equity and respect for all aspects of diversity.

In addition to the above objectives, the Company now reports to the Workplace Gender Equality Agency. The Workplace Gender Equality Act 2012 has introduced a new reporting and compliance framework.

Quintis Ltd. published this content on 14 November 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 14 November 2017 08:19:02 UTC.

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