Sietel : Appendix 4G - Sep 2021

Rules 4.7.3 and 4.10.31

For personal use only

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity:

Sietel Limited

ABN / ARBN:	Financial year ended:
75 004 217 734	30 September 2021
Our corporate governance statement2 for the above period above can be found at:3
These pages of our annual report:
This URL on our website:	www.sietel.com.au

☒
The Corporate Governance Statement is accurate and up to date as at 10 December 2021 and has been approved by
the board.
The☐annexure includes a key to where our corporate governance disclosures can be located.
Date:	10 December 2021
Name of Director or Secretary authorising	Richard Rees, Managing Director
lodgement:

• 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.

• "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.

• 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.

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ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

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Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the	We have NOT followed the recommendation in full for the whole
				period above. We have disclosed …	of the period above. We have disclosed …4
PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose:	… the fact that we follow this recommendation:		an explanation why that is so in our Corporate Governance
	(a)	the respective roles and responsibilities of its board and		in our Corporate Governance Statement OR	☐	Statement OR
		management; and				we are an externally managed entity and this recommendation
	(b)	those matters expressly reserved to the board and those		at [insert location]
				is therefore not applicable
		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 [insert location]
1.2	A listed entity should:	… the fact that we follow this recommendation:		an explanation why that is so in our Corporate Governance
	(a)	undertake appropriate checks before appointing a person, or	☒	in our Corporate Governance Statement OR	☐	Statement OR
		putting forward to security holders a candidate for election,			we are an externally managed entity and this recommendation
		as a director; and	at [insert location]
	(b)	provide security holders with all material information in its	☐			is therefore not applicable
		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 agreement with each director	… the fact that we follow this recommendation:		an explanation why that is so in our Corporate Governance
	and senior executive setting out the terms of their appointment.	☐	in our Corporate Governance Statement OR		Statement OR
				☒	at [insert location]		we are an externally managed entity and this recommendation
						is therefore not applicable
1.4	The company secretary of a listed entity should be accountable	… the fact that we follow this recommendation:		an explanation why that is so in our Corporate Governance
	directly to the board, through the chair, on all matters to do with the	☐
	☒	in our Corporate Governance Statement OR	☐	Statement OR
	proper functioning of the board.
				at [insert location]		we are an externally managed entity and this recommendation
						is therefore not applicable
				☐
				☒
				☐

4 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

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at [insert location]

in our Corporate Governance Statement OR

at [insert location]

in our Corporate Governance Statement OR

at [insert location]

in our Corporate Governance Statement OR

at [insert location]

in our Corporate Governance Statement OR

in our most recent annual report

in our Corporate Governance Statement OR

at [insert location]

in our Corporate Governance Statement OR

at www.sietel.com.au

at [insert location]

☒☐… and a copy of our diversity policy or a summary of it:

☒… and the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them:

☒…☐and the information referred to in paragraphs (c)(1) or (2):

☒… the evaluation process referred to in paragraph (a):

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

☒☐… the evaluation process referred to in paragraph (a):

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

We have followed the recommendation in full for the whole of the period above. We have disclosed …

… the fact that we have a diversity policy that complies with paragraph (a):

in our Corporate Governance Statement OR

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Corporate Governance Council recommendation

1. A listed entity should:
2. 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 a summary of it; and
   3. 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:
   4. 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.
3. A listed entity should:
4. 1. have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and
   2. disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.
5. A listed entity should:
6. 1. have and disclose a process for periodically evaluating the performance of its senior executives; and
   2. disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4

	an explanation why that is so in our Corporate Governance
☐	Statement OR
	we are an externally managed entity and this recommendation
	is therefore not applicable

	an explanation why that is so in our Corporate Governance
☐	Statement OR
	we are an externally managed entity and this recommendation
	is therefore not applicable

	an explanation why that is so in our Corporate Governance
☐	Statement OR
	we are an externally managed entity and this recommendation
	is therefore not applicable

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Corporate Governance Council recommendation

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

2.1 The board of a listed entity should:

1. have a nomination committee which:
2. 1. has at least three members, a majority of whom are independent directors; and
   2. is chaired by an independent director,

and disclose:

1. 1. the charter of the committee;
   2. the members of the committee; and
   3. 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
2. 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 mix of skills and diversity that the board currently has or is looking to achieve in its membership.

We have followed the recommendation in full for the whole of the	We have NOT followed the recommendation in full for the whole
period above. We have disclosed …	of the period above. We have disclosed …4
[If the entity complies with paragraph (a):]		an explanation why that is so in our Corporate Governance
… the fact that we have a nomination committee that complies with	☐	Statement OR
paragraphs (1) and (2):		we are an externally managed entity and this recommendation
	in our Corporate Governance Statement OR		is therefore not applicable
	at [insert location]
… and a copy of the charter of the committee:
	at [insert location]
… and the information referred to in paragraphs (4) and (5):
	in our Corporate Governance Statement OR
☐	at [insert location]
[If the entity complies with paragraph (b):]

• the fact that we do not have a nomination committee and the processes we employ 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:

☒	in our Corporate Governance Statement OR
at [insert location]
…☐our board skills matrix:		an explanation why that is so in our Corporate Governance
	in our Corporate Governance Statement OR	☐	Statement OR
	in our most recent annual report		we are an externally managed entity and this recommendation
☒
		is therefore not applicable

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Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of the
				period above. We have disclosed …
2.3		A listed entity should disclose:		… the names of the directors considered by the board to be
		(a) the names of the directors considered by the board to be		independent directors:
		independent directors;			in our Corporate Governance Statement OR
				☒
		(b) if a director has an interest, position, association or		at [insert location]
		relationship of the type described in Box 2.3 but the board		☐
		is of the opinion that it does not compromise the
			… and, where applicable, the information referred to in paragraph (b):
		independence of the director, the nature of the interest,			in our Corporate Governance Statement OR
		position, association or relationship in question and an		☒
		explanation of why the board is of that opinion; and		at [insert location]
				☐
		(c) the length of service of each director.
			… and the length of service of each director:
				☒	in our Corporate Governance Statement OR
				at [insert location]
2.4		A majority of the board of a listed entity should be independent		… the fact that we follow this recommendation:
		directors.			in our Corporate Governance Statement OR
				☐	at [insert location]
2.5		The chair of the board of a listed entity should be an independent		… the fact that we follow this recommendation:
		director and, in particular, should not be the same person as the			in our Corporate Governance Statement OR
		CEO of the entity.
				☐	at [insert location]
2.6		A listed entity should have a program for inducting new directors		… the fact that we follow this recommendation:
		and provide appropriate professional development opportunities			in our Corporate Governance Statement OR
		for directors to develop and maintain the skills and knowledge		☒
		needed to perform their role as directors effectively.		at [insert location]
				☐
PRINCIPLE 3 - ACT ETHICALLY AND RESPONSIBLY
3.1		A listed entity should:		… our code of conduct or a summary of it:
		(a) have a code of conduct for its directors, senior executives			in our Corporate Governance Statement OR
		and employees; and
			☐
		(b) disclose that code or a summary of it.		at [insert location]

We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4

☐	an explanation why that is so in our Corporate Governance
Statement
	an explanation why that is so in our Corporate Governance
	Statement OR
☒	we are an externally managed entity and this recommendation
	is therefore not applicable
	an explanation why that is so in our Corporate Governance
	Statement OR
☒	we are an externally managed entity and this recommendation
	is therefore not applicable
	an explanation why that is so in our Corporate Governance
☐	Statement OR
☐	we are an externally managed entity and this recommendation
	is therefore not applicable
	an explanation why that is so in our Corporate Governance
	Statement
☒
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