789 HOLDINGS LIMITED (789 Holdings or the Company)
CORPORATE GOVERNANCE STATEMENT 2021
PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 | A listed entity should disclose: | The Board of 789 Holdings is responsible for setting the strategic objectives of | ||
(a) | the respective roles and responsibilities of its board and management; and | the Company and management is responsible for implementing these strategic | ||
objectives. Information about the respective roles and responsibilities of the | ||||
(b) those matters expressly reserved to the board and those delegated to | ||||
Board and management (including those matters expressly reserved to the | ||||
management. | ||||
Board and those delegated to management) is found under the Board Charter | ||||
located athttps://www.home789.com.au/wp-content/uploads/789-Holdings- | ||||
Limited-Corporate-Governance-Plan.pdf | ||||
1.2 | A listed entity should: | The process of appointment and re-election is set out in the Board Charter. | ||
(a) undertake appropriate checks before appointing a person, or putting | The Company will undertake appropriate checks before appointing a person, or | |||
putting forward to shareholders a candidate for election as a director. | ||||
forward to security holders a candidate for election, as a director; and | ||||
(b) | provide security holders with all material information in its possession | The Board will provide shareholders with all material information in the | ||
relevant to a decision on whether or not to elect or re-elect a director. | ||||
possession of the company to enable shareholders to make an informed | ||||
decision on the appointment and re-election of directors. | ||||
As required under the NSX Listing rules and the Corporations Act, election or | ||||
re-election of directors is a resolution put to members at each Annual General | ||||
meeting. The notice of meeting contains all material information relevant to a | ||||
decision on whether or not to elect or re-elect a director as well whether the | ||||
board recommends such election or re-election. | ||||
1.3 | A listed entity should have a written agreement with each director and senior | Letters of appointment setting out the terms of appointment, duties, rights and | ||
responsibilities for each director and senior executive have been executed by | ||||
executive setting out the terms of their appointment. | ||||
the Company. | ||||
1.4 | The company secretary of a listed entity should be accountable directly to the | The Company secretary is appointed and removed by the Board and reports to, | ||
board, through the chair, on all matters to do with the proper functioning of | and is directly accountable to, the Board, through the Chair, on all matters to do | |||
the Board. | with the proper functioning of the Board. Each Director has access to the | |||
Company Secretary. | ||||
1.5 | A listed entity should: | The Company has adopted a Diversity Policy which provides a framework for | |||||
(a) | have a diversity policy which includes requirements for the Board or a relevant | the Company to | establish and achieve measurable diversity objectives, | ||||
including in respect of gender diversity. The Diversity Policy allows the Board to | |||||||
committee of the board to set measurable objectives for achieving gender | |||||||
set measurable gender diversity objectives, if considered appropriate, and to | |||||||
diversity and to assess annually both the objectives and the entity's progress in | |||||||
assess annually both the objectives if any have been set and the Company's | |||||||
achieving them; | |||||||
progress in achieving them. | |||||||
(b) disclose that policy or a summary of it; and | |||||||
The Diversity Policy is available, as part of the Corporate Governance Plan at | |||||||
(c) | disclose as at the end of each reporting period the measurable objectives for | ||||||
https://www.home789.com.au/wp-content/uploads/789-Holdings-Limited- | |||||||
achieving gender diversity set by the Board or a relevant committee of the board | |||||||
Corporate-Governance-Plan.pdf. | |||||||
in | accordance with the entity's diversity policy and its progress | towards | |||||
The Company has not set measurable objectives for achieving gender diversity | |||||||
achieving them and either: | |||||||
during the reporting period of 2020 - 2021. | |||||||
(1) | the respective proportions of men and women on the board, in senior | ||||||
executive positions and across the whole organisation (including how the | The percentage | of women employees in the whole organisation, senior | |||||
entity has defined "senior executive" for these purposes); or | |||||||
executive and the Board are as follows: | |||||||
(2) | 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 | Whole Organisation: 61% | ||||||
published under that Act. | |||||||
Senior Executive: 33% | |||||||
Board 25% | |||||||
1.6 | A listed entity should: | The process for evaluating board performance is detailed in the Board | |||||
(a) have and disclose a process for periodically evaluating the performance of the | Charter located | athttps://www.home789.com.au/wp-content/uploads/789- | |||||
Holdings-Limited-Corporate-Governance-Plan.pdf. | |||||||
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: | It is the Company's policy that performance evaluations of senior executives | |||||
(a) have and disclose a process for periodically evaluating the performance of its | are undertaken on an annual basis where performance is measured against set | ||||||
key performance indicators and such a review forms part of the remuneration | |||||||
senior executives; and | |||||||
assessment. | |||||||
(b) disclose, in relation to each reporting period, whether a performance | |||||||
The Board (other than the Chair) is responsible for the evaluation and review of | |||||||
evaluation was undertaken in the reporting period in accordance with that | |||||||
the performance of the Chair and review of the effectiveness and programme of | |||||||
process. | |||||||
Board meetings. | |||||||
The process of the performance evaluation of the Board, its committees (if any), | |||||||
directors and senior executives, generally involves an internal review. From time | |||||||
to time as the Company's needs and circumstances require, the Board may | |||||||
commission an external review of the Board, and its composition. | |||||||
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1 | The Board of a listed entity should: | The Company believes it is not of a size to justify a separate Nomination Committee. If |
vacancies arise on the Board, all directors are involved in search and recruitment. | ||
(a) have a nomination committee which: | ||
- has at least three members, a majority of whom are independent directors; and
- is chaired by an
independent director, and | |||||||||||
disclose: | |||||||||||
(3) the charter of the committee; | |||||||||||
(4) the members of the committee; and | |||||||||||
(5) 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. | |||||||||||
2.2 | A listed entity should have and disclose a Board skills matrix setting out | The Board seeks to achieve a | balance of entrepreneurial, | capital | markets, technical, | ||||||
operational, commercial and financial skills from the start-up investment and technology | |||||||||||
the mix of skills and diversity that the board currently has or is looking to | |||||||||||
industries, and broader business backgrounds. The Board will establish a skills matrix setting | |||||||||||
achieve in its membership. | |||||||||||
out the mix of skills and diversity that the Board currently has or is seeking to acquire. | |||||||||||
The Board Skills matrix for the current Board is as follows: | |||||||||||
Kai (Walton) | John Huntley | John Nakhoul | Carolyn | ||||||||
Zhu | Knox | Chudleigh | |||||||||
Operational | ✓ | - | - | - | |||||||
management | |||||||||||
Accounting & | - | ✓ | ✓ | - | |||||||
finance | |||||||||||
Property | ✓ | - | - | ✓ | |||||||
Management | |||||||||||
Equity markets | ✓ | ✓ | ✓ | - | |||||||
Corporate law | - | ✓ | ✓ | ✓ | |||||||
2.3 | A listed entity should disclose: | The Company considers that Messrs. Knox and Nakhoul, and Ms Chudleigh | |
(a) the names of the directors considered by the Board to be independent directors; | are independent directors. The length of service of each director is set out | ||
below as at 31 December 2020: | |||
(b) if a director has an interest, position, association or relationship of the type | |||
- Kai Zhu: 3 years 1 month | |||
described in Box 2.3 but the board is of the opinion that it does not | |||
- John Knox: 3 years 1 month | |||
compromise the independence of the director, the nature of the interest, | |||
- John Nakhoul: 3 years | |||
position, association or relationship in question and an explanation of why the | |||
- Carolyn Chudleigh: 10 months | |||
board is of that opinion; and | |||
(c) the length of service of each director. | |||
2.4 | A majority of the Board of a listed entity should be independent directors. | The Board comprises one executive director (Mr Zhu) and three non-executive | |
directors (Mr Knox, Mr Nakhoul and Ms Chudleigh). Mr Zhu is not considered | |||
to be an independent director in terms of the ASX Corporate Governance | |||
Council's discussion of independent status. Mr Knox, Mr Nakhoul and Ms | |||
Chudleigh are considered to be independent directors in terms of the ASX | |||
Corporate Governance Council's discussion of independent status. | |||
2.5 | The chair of the Board of a listed entity should be an independent director and, in | Mr Zhu is the Executive Chairman of the Company. This is a sensible | |
particular, should not be the same person as the CEO of the entity. | appointment given Mr Zhu's experience and understanding in the property | ||
markets. | |||
2.6 | A listed entity should have a program for inducting new directors and provide | Induction, training and continuing education arrangements are the subject of the | |
appropriate professional development opportunities for directors to develop and | terms and conditions of the appointment of members to the Board. The | ||
maintain the skills and knowledge needed to perform their role as directors effectively. | requirement for the Board to implement an appropriate induction and education | ||
process for new Board appointees and Senior Executives is set out in the Board | |||
Charter on the Company's website. The process is designed to enable Board | |||
appointees and Senior Executives to gain a better understanding of: the | |||
Company's financial, strategic, operational and risk management position; the | |||
rights, duties and responsibilities of the directors; the roles and responsibilities | |||
of Senior Executives; and the role of Board committees (if any). | |||
PRINCIPLE 3 - ACT ETHICALLY AND RESPONSIBLY |
3.1 A listed entity should:
- have a code of conduct for its directors, senior executives and employees; and
- disclose that code or a summary of it.
The Board has adopted a formal Code of Conduct to promote lawful, ethical and responsible decision-making by directors, management and employees. The Code promotes compliance with laws and regulation and avoidance of conflicts of interest, embraces the values of honesty, integrity, enterprise, excellence, accountability, justice, independence and equality of stakeholder opportunity. The Code of Conduct is available on the Company's website. A copy of the Code
of Conduct is available on the Company's website at https://www.home789.com.au/wp-content/uploads/789-Holdings-Limited-Corporate-Governance-Plan.pdf.
PRINCIPLE 4 - SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1 | The board of a listed entity should: | The Company does not currently have an Audit Committee. The Board | |
(a) have an audit committee which: | considers that the formation of an Audit Committee is not warranted at this time | ||
given the stage of the Company's development. | |||
(1) has at least three members, all of whom are non-executive directors | |||
The Board will at some time consider forming an Audit Committee if the size of | |||
and a majority of whom are independent directors; and | |||
the Board increases and efficiencies may be derived from a formal committee | |||
(2) is chaired by an independent director, who is not the chair of the | |||
structure. | |||
board, and disclose: | |||
(3) the charter of the committee; | |||
(4) the relevant qualifications and experience of the members of the committee; | |||
and | |||
(5) 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; or | |||
(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. | |||
4.2 | The board of a listed entity should, before it approves the entity's financial | The Board as a whole acts as the Audit Committee and performs the functions | |
statements for a financial period, receive from its CEO and CFO a declaration that, | thereof including the making sure that the financial records of the Company have | ||
in their opinion, the financial records of the entity have been properly maintained | been properly maintained and that the Company's financial statements comply | ||
and that the financial statements comply with the appropriate accounting standards | with accounting standards and present a true and fair view of the Company's | ||
and give a true and fair view of the financial position and performance of the entity | financial condition and operational results. This statement is required annually. | ||
and that the opinion has been formed on the basis of a sound system of risk | |||
management and internal control which is operating effectively. | |||
4.3 | A listed entity that has an AGM should ensure that its external auditor attends its | As required by Section 249K of the Corporations Act the Company to give its | |
AGM and is available to answer questions from security holders relevant to the | auditor a copy of the notice of a general meeting and as required by section | ||
audit. | 250RA, the Company's auditor (or their representative) attend the Company's | ||
AGM. | |||
The opportunity for shareholders to question a listed entity's external auditor at | |||
the AGM is an important safeguard for the integrity of the corporate reporting | |||
process. The Company's external auditor will attend each annual general | |||
meeting to answer questions from shareholders about the conduct of the audit | |||
and the preparation and content of the auditor's report. | |||
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789 Holdings Ltd. published this content on 05 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 October 2021 03:43:24 UTC.