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PATRYS LIMITED Governance Information 2015

Sep 9, 2015

65525_rns_2015-09-09_09b8ef1f-1f2e-467d-b5c5-f9f221de5c96.pdf

Governance Information

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Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Patrys Limited

ABN/ARBN ABN/ARBN Financialyear ended
123 055 363 30 June 2015

Our corporate governance statement[2] for the above period above can be found at:[3]

  • these pages of our annual report:

  •  this URL on our website:

  • http://www.patrys.net.au/images/stories/corporate governance/2015_Patrys_Corporate_Governance.pdf

The Corporate Governance Statement is accurate and up to date as at 10 September 2015 and has been approved by the board.

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

Date here: 10 September 2015

Sign here:

==> picture [125 x 37] intentionally omitted <==

Company Secretary

Print name: Roger McPherson

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.

1

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We
have disclosed …
We haveNOTfollowed 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:
(a) the respective roles and responsibilities of
its board and management; and
(b) those matters expressly reserved to the
board and those delegated to management.
… the fact that we follow this recommendation:
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
… 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 this location: http://www.patrys.net.au/images/stories/corporate-
governance/Primary%20Board%20Charter%20-%20Update%20250614.pdf
 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
1.2 A listed entity should:
(a) undertake
appropriate
checks
before
appointing a person, or putting forward to
security holders a candidate 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.
… the fact that we follow this recommendation:
in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
 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
1.3 A listed entity should have a written
agreement with each director and senior
executive setting out the terms of their
appointment.
… the fact that we follow this recommendation:
in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
 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

2

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We
have disclosed …
We haveNOTfollowed the recommendation
in full for the whole of the period above. We
have disclosed …
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.
… the fact that we follow this recommendation:
in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
 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
1.5 A listed entity should:
(a) 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;
(b) disclose that policy or a summary of it;
and
(c) 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:
(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.
… the fact that we have a diversity policy that complies with paragraph (a):
 in our Corporate Governance Statement OR
 at this location:
______
Insert location here_
… and a copy of our diversity policy or a summary of it:
 at this location:
http://www.patrys.net.au/images/stories/corporate-
governance/Supplementary%20Policies%20-%20Update%20250614.pdf
… 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:
 in our Corporate Governance StatementOR
 at this location:
______
_Insert location here

… and the information referred to in paragraphs (c)(1) or (2):
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
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

3

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We
have disclosed …
We haveNOTfollowed the recommendation
in full for the whole of the period above. We
have disclosed …
1.6 A listed entity should:
(a) have
and
disclose
a
process
for
periodically evaluating the performance of
the 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.
… the evaluation process referred to in paragraph (a):
in our Corporate Governance Statement OR
 at this location:
______
Insert location here_
… and the information referred to in paragraph (b):
in our Corporate Governance Statement OR
 at this location:
______
_Insert location here
 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
1.7 A listed entity should:
(a) have
and
disclose
a
process
for
periodically evaluating the performance of
its senior executives; and
(b) disclose, in relation to each reporting
period, whether a performance evaluation
was undertaken in the reporting period in
accordance with that process.
… the evaluation process referred to in paragraph (a):
in our Corporate Governance Statement OR
 at this location:
______
Insert location here_
… and the information referred to in paragraph (b):
in our Corporate Governance Statement OR
 at this location:
______
_Insert location here
 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

4

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We
have disclosed …
We haveNOTfollowed the recommendation
in full for the whole of the period above. We
have disclosed …
PRINCIPLE 2- STRUCTURE THE BOARD TO ADD VALUE
2.1 The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority
of whom are independent directors;
and
(2) 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.
[If the entity complies with paragraph (a):]
… the fact that we have a nomination committee that complies with paragraphs (1) and
(2):
in our Corporate Governance StatementOR
 at this location:
______
Insert location here_
… and a copy of the charter of the committee:
at this location:
http://www.patrys.net.au/images/stories/corporate-
governance/Nomination%20and%20Rumuneration%20Committee%20Charter%20-
%20Update%20250614.pdf
… and the information referred to in paragraphs (4) and (5):
in our Corporate Governance StatementOR
 at this location:
______
_Insert location here

[If the entity complies with paragraph (b):]Not applicable
… 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 this location:
__________
Insert location here
 an explanation why that is so in our
Corporate Governance StatementOR
 we are an externally managed entity and
this recommendation is therefore not
applicable

5

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We
have disclosed …
We haveNOTfollowed the recommendation
in full for the whole of the period above. We
have disclosed …
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.
… our board skills matrix:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
 an explanation why that is so in our
Corporate Governance StatementOR
 we are an externally managed entity and
this recommendation is therefore not
applicable
2.3 A listed entity should disclose:
(a) the names of the directors considered by
the board to be independent directors;
(b) if a director has an interest, position,
association or relationship of the type
described in Box 2.3 but the board is of the
opinion that it does not compromise the
independence of the director, the nature of
the interest, position, association or
relationship in question and an explanation
of why the board is of that opinion; and
(c) the length of service of each director.
… the names of the directors considered by the board to be independent directors:
in our Corporate Governance Statement OR
 at this location:
______
Insert location here_
… where applicable, the information referred to in paragraph (b):
in our Corporate Governance Statement OR
 at this location:
______
_Insert location here

… the length of service of each director:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
 an explanation why that is so in our
Corporate Governance Statement
2.4 A majority of the board of a listed entity
should be independent directors.
… the fact that we follow this recommendation:
in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
 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

6

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We
have disclosed …
We haveNOTfollowed the recommendation
in full for the whole of the period above. We
have disclosed …
2.5 The chair of the board of a listed entity should
be an independent director and, in particular,
should not be the same person as the CEO of
the entity.
… the fact that we follow this recommendation:
in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
 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
2.6 A listed entity should have a program for
inducting
new
directors
and
provide
appropriate
professional
development
opportunities for directors to develop and
maintain the skills and knowledge needed to
perform their role as directors effectively.
… the fact that we follow this recommendation:
in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
 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
PRINCIPLE 3– ACT ETHICALLY AND RESPONSIBLY
3.1 A listed entity should:
(a) have a code of conduct for its directors,
senior executives and employees; and
(b) disclose that code or a summary of it.
… our code of conduct or a summary of it:
in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
 an explanation why that is so in our
Corporate Governance Statement
PRINCIPLE 4– SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1 The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of
whom are non-executive directors and
a majority of whom are independent
directors; and
(2) is chaired by an independent director,
who is not the chair of the 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
[If the entity complies with paragraph (a):]
… the fact that we have an audit committee that complies with paragraphs (1) and (2):
in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
… and a copy of the charter of the committee:
 at this location:
http://www.patrys.net.au/images/stories/corporate-
governance/Audit%20and%20Risk%20Committee%20Charter%20-
%20Update%20250614.pdf
… and the information referred to inparagraphs(4)and(5):
 an explanation why that is so in our
Corporate Governance Statement

7

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We
have disclosed …
We haveNOTfollowed the recommendation
in full for the whole of the period above. We
have disclosed …
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.
in our Corporate Governance Statement OR
at this location:
http://www.patrys.net.au/images/stories/corporate-
governance/Audit%20and%20Risk%20Committee%20Charter%20-
%20Update%20250614.pdf
[If the entity complies with paragraph (b):]Not applicable
… the fact that we do not have an audit committee and the processes we employ that
independently verify and safeguard the integrity of our corporate reporting, including the
processes for the appointment and removal of the external auditor and the rotation of the
audit engagement partner:
 in our Corporate Governance Statement OR
 at this location:
______
Insert location here_
4.2 The board of a listed entity should, before it
approves the entity’s financial statements for a
financial period, receive from its CEO and
CFO a declaration that, in their 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.
… the fact that we follow this recommendation:
in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
 an explanation why that is so in our
Corporate Governance Statement
4.3 A listed entity that has an AGM should ensure
that its external auditor attends its AGM and is
available to answer questions from security
holders relevant to the audit.
… the fact that we follow this recommendation:
in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
 an explanation why that is so in our
Corporate Governance Statement OR
 we are an externally managed entity that
does not hold an annual general meeting
and this recommendation is therefore not
applicable

8

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We
have disclosed …
We haveNOTfollowed the recommendation
in full for the whole of the period above. We
have disclosed …
PRINCIPLE 5– MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should:
(a) have a written policy for complying with
its continuous disclosure obligations under
the Listing Rules; and
(b) disclose that policy or a summary of it.
… our continuous disclosure compliance policy or a summary of it:
in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
 an explanation why that is so in our
Corporate Governance Statement
PRINCIPLE 6– RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information
about itself and its governance to investors via
its website.
… information about us and our governance on our website:
at this location:
www.patrys.com
 an explanation why that is so in our
Corporate Governance Statement
6.2 A listed entity should design and implement an
investor relations program to facilitate
effective two-way communication with
investors.
… the fact that we follow this recommendation:
in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
 an explanation why that is so in our
Corporate Governance Statement
6.3 A listed entity should disclose the policies and
processes it has in place to facilitate and
encourage participation at meetings of security
holders.
… our policies and processes for facilitating and encouraging participation at meetings of
security holders:
in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
 an explanation why that is so in our
Corporate Governance Statement OR
 we are an externally managed entity that
does not hold periodic meetings of security
holders and this recommendation is
therefore not applicable
6.4 A listed entity should give security holders the
option to receive communications from, and
send communications to, the entity and its
security registry electronically.
… the fact that we follow this recommendation:
in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
 an explanation why that is so in our
Corporate Governance Statement
PRINCIPLE 7– RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should: [If the entity complies with paragraph (a):]
…thefact thatwehaveacommitteeor committees to oversee risk that comply with
 an explanation why that is so in our

9

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We
have disclosed …
We haveNOTfollowed the recommendation
in full for the whole of the period above. We
have disclosed …
(a) have a committee or committees to
oversee risk, each of which:
(1) has at least three members, a majority
of whom are independent directors;
and
(2) 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 risk committee or
committees that satisfy (a) above, disclose
that fact and the processes it employs for
overseeing the entity’s risk management
framework.
paragraphs (1) and (2):
in our Corporate Governance Statement OR
 at this location:
______
Insert location here_
… and a copy of the charter of the committee:
 at this location:
http://www.patrys.net.au/images/stories/corporate-
governance/Audit%20and%20Risk%20Committee%20Charter%20-
%20Update%20250614.pdf
… and the information referred to in paragraphs (4) and (5):
in our Corporate Governance Statement OR
 at this location:
______
_Insert location here

[If the entity complies with paragraph (b):]Not applicable
… the fact that we do not have a risk committee or committees that satisfy (a) and the
processes we employ for overseeing our risk management framework:
 in our Corporate Governance Statement OR
 at this location:
______
Insert location here
Corporate Governance Statement
7.2 The board or a committee of the board should:
(a) review the entity’s risk management
framework at least annually to satisfy itself
that it continues to be sound; and
(b) disclose, in relation to each reporting
period, whether such a review has taken
place.
… the fact that we follow this recommendation:
in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
 an explanation why that is so in our
Corporate Governance Statement
7.3 A listed entity should disclose:
(a) if it has an internal audit function, how the
function is structured and what role it
[If the entity complies with paragraph (a):]
… how our internal audit function is structured and what role it performs:
 in ourCorporateGovernanceStatement OR
 an explanation why that is so in our
Corporate Governance Statement

10

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We
have disclosed …
We haveNOTfollowed the recommendation
in full for the whole of the period above. We
have disclosed …
performs; OR
(b) if it does not have an internal audit
function, that fact and the processes it
employs for evaluating and continually
improving the effectiveness of its risk
management
and
internal
control
processes.
 at this location:
______
Insert location here_
[If the entity complies with paragraph (b):]
… the fact that we do not have an internal audit function and the processes we employ
for evaluating and continually improving the effectiveness of our risk management and
internal control processes:
in our Corporate Governance Statement OR
 at this location:
______
_Insert location here
7.4 A listed entity should disclose whether it has
any material exposure to economic,
environmental and social sustainability risks
and, if it does, how it manages or intends to
manage those risks.
… whether we have any material exposure to economic, environmental and social
sustainability risks and, if we do, how we manage or intend to manage those risks:
in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
 an explanation why that is so in our
Corporate Governance Statement
PRINCIPLE 8– REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority
of whom are independent directors;
and
(2) 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
[If the entity complies with paragraph (a):]
… the fact that we have a remuneration committee that complies with paragraphs (1) and
(2):
in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
… and a copy of the charter of the committee:
 at this location:
http://www.patrys.net.au/images/stories/corporate-
governance/Nomination%20and%20Rumuneration%20Committee%20Charter%20-
%20Update%20250614.pdf
…andtheinformation referredtoinparagraphs (4)and (5):
 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

11

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We
have disclosed …
We haveNOTfollowed the recommendation
in full for the whole of the period above. We
have disclosed …
(b) if it does not have a remuneration
committee, disclose that fact and the
processes it employs for setting the level
and composition of remuneration for
directors
and
senior
executives
and
ensuring
that
such
remuneration
is
appropriate and not excessive.
in our Corporate Governance Statement OR
 at this location:
______
Insert location here_
[If the entity complies with paragraph (b):]Not applicable
… the fact that we do not have a remuneration committee and the processes we employ
for setting the level and composition of remuneration for directors and senior executives
and ensuring that such remuneration is appropriate and not excessive:
 in our Corporate Governance Statement OR
 at this location:
________
Insert location here
8.2 A listed entity should separately disclose its
policies and practices regarding the
remuneration of non-executive directors and
the remuneration of executive directors and
other senior executives.
… separately our remuneration policies and practices regarding the remuneration of non-
executive directors and the remuneration of executive directors and other senior
executives:
in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
 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
8.3 A listed entity which has an equity-based
remuneration scheme should:
(a) have a policy on whether participants are
permitted
to
enter
into
transactions
(whether through the use of derivatives or
otherwise) which limit the economic risk
of participating in the scheme; and
(b) disclose that policy or a summary of it.
… our policy on this issue or a summary of it:
in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
 an explanation why that is so in our
Corporate Governance StatementOR
 we do not have an equity-based
remuneration scheme and this
recommendation is therefore not applicable
OR
 we are an externally managed entity and
this recommendation is therefore not
applicable

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Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We
have disclosed …
We haveNOTfollowed the recommendation
in full for the whole of the period above. We
have disclosed …
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES- NOT APPLICABLE
- Alternative
to
Recommendation 1.1
for
externally managed listed entities:
The responsible entity of an externally
managed listed entity should disclose:
(a) the arrangements between the responsible
entity and the listed entity for managing
the affairs of the listed entity;
(b) the role and responsibility of the board of
the responsible entity for overseeing those
arrangements.
… the information referred to in paragraphs (a) and (b):
 in our Corporate Governance Statement OR
 at this location:
_________
Insert location here
 an explanation why that is so in our
Corporate Governance Statement
- Alternative to Recommendations 8.1, 8.2 and
8.3 for externally managed listed entities:
An externally managed listed entity should
clearly disclose the terms governing the
remuneration of the manager.
… the terms governing our remuneration as manager of the entity:
 in our Corporate Governance StatementOR
 at this location:
_________
Insert location here
 an explanation why that is so in our
Corporate Governance Statement

13