Rules 4.7.3 and 4.10.31

ASX APPENDIX 4G

Key to Disclosures

Corporate Governance Council Principles and

Recommendations

Name of entity

BENTLEY CAPITAL LIMITED

ABN/ARBN

Financial year ended

87 008 108 218

30 June 2019

Our Corporate Governance Statement2 (CGS) for the above period above can be found at:3

&丼 These pages of our annual report: Not Applicable

  • This URL on our website: http://bel.com.au/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 22 October 2019 and has been approved by the Board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date: 22 October 2019

Name of Director or Secretary authorising lodgement:

Victor Ho Company Secretary

  1. Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.
    Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
    Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.
  2. "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
  3. Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
    Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.

2019 CORPORATE GOVERNANCE | 1

KEY TO CORPORATE GOVERNANCE DISCLOSURES

BENTLEY CAPITAL LIMITED

A.B.N. 87 008 108 218

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council

We have followed the recommendation in full for the

We have NOT

recommendation

whole of the period above. We have disclosed …

followed the

recommendation in

full for the whole of

the period above. We

have disclosed …

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1

A listed entity should disclose:

… the fact that we follow this recommendation:

Not Applicable

(a)

the respective roles and responsibilities

þ in our Corporate Governance Statement

of its board and management; and

(b) those matters expressly reserved to the

(CGS)

at Section 1.1 of the CGS

board and those delegated to

management.

…and information about the respective roles and

responsibilities of our board and management

(including those matters expressly reserved to

the board and those delegated to management):

at Sections 1.1.1 and 1.1.2

1.2

A listed entity should:

… the fact that we follow this recommendation:

Not Applicable

(a)

undertake appropriate checks before

þ in our Corporate Governance Statement

appointing a person, or putting

forward to security holders a candidate

at Section 1.2

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.

1.3

A listed entity should have a written

Not Applicable

þ

agreement with each director and senior

executive setting out the terms of their

an explanation

appointment.

why that is so in

our Corporate

Governance

Statement

at Section 1.3

1.4

The company secretary of a listed entity

… the fact that we follow this recommendation:

Not Applicable

should be accountable directly to the board,

þ in our Corporate Governance Statement

through the chair, on all matters to do with

the proper functioning of the board.

at Section 1.4

1.5

A listed entity should:

… the fact that we have a diversity policy that

þ

(a) have a diversity policy which includes

complies with paragraph (a):

an explanation

requirements for the board or a relevant

Not Applicable

committee of the board to set

… and the measurable objectives for achieving

why that is so in

measurable objectives for achieving

our Corporate

gender diversity set by the board or a relevant

gender diversity and to assess annually

Governance

committee of the board in accordance with our

both the objectives and the entity's

Statement

diversity policy and our progress towards

progress in achieving them;

at Section 1.5

achieving them:

(b)

disclose that policy or a summary of it;

Not Applicable

and

… and the information referred to in paragraphs

(c) disclose as at the end of each reporting

(c)(1) or (2):

period the measurable objectives for

achieving gender diversity set by the

þ in our Corporate Governance Statement

board or a relevant committee of the

board in accordance with the entity's

at Section 1.5

diversity policy and its progress

towards achieving them and either:

(1) 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

(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

published under that Act.

2019 CORPORATE GOVERNANCE | 2

KEY TO CORPORATE GOVERNANCE DISCLOSURES

BENTLEY CAPITAL LIMITED

A.B.N. 87 008 108 218

Corporate Governance Council

We have followed the recommendation in full for the

We have NOT

recommendation

whole of the period above. We have disclosed …

followed the

recommendation in

full for the whole of

the period above. We

have disclosed …

1.6

A listed entity should:

… the evaluation process referred to in paragraph

Not Applicable

(a) have and disclose a process for

(a):

periodically evaluating the performance

… and the information referred to in paragraph (b):

of the board, its committees and

þ in our Corporate Governance Statement

individual directors; and

(b) disclose, in relation to each reporting

at Section 1.6

period, whether a performance

evaluation was undertaken in the

reporting period in accordance with

that process.

1.7

A listed entity should:

… the evaluation process referred to in paragraph

Not Applicable

(a) have and disclose a process for

(a):

periodically evaluating the performance

… and the information referred to in paragraph (b):

of its senior executives; and

þ in our Corporate Governance Statement

(b) disclose, in relation to each reporting

period, whether a performance

at Section 1.7

evaluation was undertaken in the

reporting period in accordance with

that process.

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

2.1

The board of a listed entity should:

If the entity complies with paragraph (a):

þ

(a) have a nomination committee which:

… the fact that we have a nomination committee

(1)

has at least three members, a

that complies with paragraphs (1) and (2):

an explanation why

majority of whom are independent

Not Applicable

that is so in our

Corporate

directors; and

… and a copy of the charter of the committee:

Governance

(2)

is chaired by an independent

Not Applicable

Statement

director,

… and the information referred to in paragraphs (4)

at Section 2.2

and disclose:

and (5):

refer also:

(3) the charter of the committee;

Not Applicable

Remuneration

(4) the members of the committee; and

If the entity complies with paragraph (b):

Committee Charter

(5) as at the end of each reporting

… the fact that we do not have a nomination

period, the number of times the

committee and the processes we employ to address

committee met throughout the

board succession issues and to ensure that the board

period and the individual

has the appropriate balance of skills, knowledge,

attendances of the members at

those meetings; or

experience, independence and diversity to enable it

(b) if it does not have a nomination

to discharge its duties and responsibilities

effectively:

committee, disclose that fact and the

þ in our Corporate Governance Statement

processes it employs to address board

succession issues and to ensure that the

at Section 2.2

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

… our board skills matrix:

Not Applicable

board skills matrix setting out the mix of

þ in our Corporate Governance Statement

skills and diversity that the board

currently has or is looking to achieve in its

at Section 2.3

membership.

2.3

A listed entity should disclose:

… the names of the directors considered by the

Not Applicable

(a) the names of the directors considered by

board to be independent directors:

the board to be independent directors;

þ in our Corporate Governance Statement

(b) if a director has an interest, position,

at Section 2.7

association or relationship of the type

… and where applicable, the information referred to

described in Box 2.3 but the board is of

the opinion that it does not compromise

in paragraph (b):

the independence of the director, the

Not Applicable

nature of the interest, position,

association or relationship in question

… and the length of service of each director:

and an explanation of why the board is

þ in our Corporate Governance Statement

of that opinion; and

(c) the length of service of each director.

at Sections 1.3, 2.4, 2.5, 2.6 and 2.7

2019 CORPORATE GOVERNANCE | 3

KEY TO CORPORATE GOVERNANCE DISCLOSURES

BENTLEY CAPITAL LIMITED

A.B.N. 87 008 108 218

Corporate Governance Council

We have followed the recommendation in full for the

We have NOT

recommendation

whole of the period above. We have disclosed …

followed the

recommendation in

full for the whole of

the period above. We

have disclosed …

2.4

A majority of the board of a listed entity

… the fact that we follow this recommendation:

þ

should be independent directors.

Not Applicable

an explanation why

that is so in our

Corporate

Governance

Statement

at Sections 2.1 and

2.7

2.5

The chair of the board of a listed entity

… the fact that we follow this recommendation:

þ

should be an independent director and, in

Not Applicable

particular, should not be the same person as

an explanation why

the CEO of the entity.

that is so in our

Corporate

Governance

Statement

at Sections 2.4 and

2.7

2.6

A listed entity should have a program for

… the fact that we follow this recommendation:

Not Applicable

inducting new directors and provide

þ in our Corporate Governance Statement

appropriate professional development

opportunities for directors to develop and

at Section 2.8

maintain the skills and knowledge needed

to perform their role as directors effectively.

PRINCIPLE 3 - ACT ETHICALLY AND RESPONSIBLY

3.1

A listed entity should:

… our code of conduct or a summary of it:

Not Applicable

(a)

have a code of conduct for its

þ in our Corporate Governance Statement

directors, senior executives and

employees; and

at Section 3.1

(b)

disclose that code or a summary of

and at this location:

it.

http://bel.com.au/corporate-governance

PRINCIPLE 4 - SAFEGUARD INTEGRITY IN CORPORATE REPORTING

4.1

The board of a listed entity should:

If the entity complies with paragraph (a):

þ

(a)

have an audit committee which:

… the fact that we have an audit committee that

(1)

has at least three members, all of

complies with paragraphs (1) and (2):

an explanation why

whom are non-executive directors

Not Applicable

that is so in our

Corporate

and a majority of whom are

… and a copy of the charter of the committee:

Governance

independent directors; and

þ at this location:

Statement

(2) is chaired by an independent

at Section 4.1

director, who is not the chair of the

http://bel.com.au/corporate-governance

board,

… and the information referred to in paragraphs (4)

and disclose:

and (5):

(3)

the charter of the committee;

þ at this location:

(4)

the relevant qualifications and

experience of the members of the

in 2019 Annual Report

committee; and

If the entity complies with paragraph (b):

(5)

in relation to each reporting period,

… the fact that we do not have an audit committee

the number of times the committee

met throughout the period and the

and the processes we employ that independently

individual attendances of the

verify and safeguard the integrity of our

members at those meetings; or

corporate reporting, including the processes for

(b) if it does not have an audit committee,

the appointment and removal of the external

disclose that fact and the processes it

auditor and the rotation of the audit engagement

employs that independently verify and

partner:

safeguard the integrity of its corporate

Not Applicable

reporting, including the processes for

the appointment and removal of the

external auditor and the rotation of the

audit engagement partner.

2019 CORPORATE GOVERNANCE | 4

KEY TO CORPORATE GOVERNANCE DISCLOSURES

BENTLEY CAPITAL LIMITED

A.B.N. 87 008 108 218

Corporate Governance Council

We have followed the recommendation in full for the

We have NOT

recommendation

whole of the period above. We have disclosed …

followed the

recommendation in

full for the whole of

the period above. We

have disclosed …

4.2

The board of a listed entity should, before it

… the fact that we follow this recommendation:

Not Applicable

approves the entity's financial statements

þ in our Corporate Governance Statement

for a financial period, receive from its CEO

and CFO a declaration that, in their

at Section 4.2

opinion, the financial records of the entity

have been properly maintained and that the

financial statements comply with the

appropriate accounting standards and give

a true and fair view of the financial position

and performance of the entity 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

… the fact that we follow this recommendation:

Not Applicable

ensure that its external auditor attends its

þ in our Corporate Governance Statement

AGM and is available to answer questions

from security holders relevant to the audit.

at Sections 4.3

PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE

5.1

A listed entity should:

… our continuous disclosure compliance policy or a

Not Applicable

(a) have a written policy for complying

summary of it:

with its continuous disclosure

þ in our Corporate Governance Statement

obligations under the Listing Rules;

and

at Section 5.1

(b) disclose that policy or a summary of it.

PRINCIPLE 6 - RESPECT THE RIGHTS OF SECURITY HOLDERS

6.1

A listed entity should provide information

… information about us and our governance on our

Not Applicable

about itself and its governance to investors

website:

via its website.

þ in our Corporate Governance Statement

at Section 6.1

and at these locations:

http://bel.com.au

http://bel.com.au/about-us

http://bel.com.au/investment-mandate

http://bel.com.au/corporate-governance

6.2

A listed entity should design and

… the fact that we follow this recommendation:

Not Applicable

implement an investor relations program

þ in our Corporate Governance Statement

to facilitate effective two-way

communication with investors.

at Section 6.2

6.3

A listed entity should disclose the policies

… our policies and processes for facilitating and

Not Applicable

and processes it has in place to facilitate

encouraging participation at meetings of security

and encourage participation at meetings of

holders:

security holders.

þ in our Corporate Governance Statement

at Section 6.3

6.4

A listed entity should give security holders

… the fact that we follow this recommendation:

Not Applicable

the option to receive communications from,

þ in our Corporate Governance Statement

and send communications to, the entity and

its security registry electronically.

at Section 6.4

2019 CORPORATE GOVERNANCE | 5

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Bentley Capital Limited published this content on 22 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 October 2019 09:04:05 UTC