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SELECT HARVESTS LIMITED — Regulatory Filings 2024
Nov 28, 2024
65792_rns_2024-11-28_13a8bce3-7af4-4132-9600-627d33880188.pdf
Regulatory Filings
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Rules 4.7.3 and 4.10.3
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Name of entity
Select Harvests Limited
| ABN/ARBN 87 000 721 380 |
Financial year ended: |
|---|---|
| 87 000 721 380 | 30 September 2024 |
Our corporate governance statement[1] for the period above can be found at:[2]
These pages of our ☐ annual financial report:
This URL on our ☒ http://www.selectharvests.com.au/governance website:
The Corporate Governance Statement is accurate and up to date as at 27 November 2024 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.[3]
Date: 29 November 2024
Name of authorised officer Tim Bradfield authorising lodgement:
1 “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.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual financial 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 financial report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual financial report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual financial report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.
2 Tick whichever option is correct and then complete the page number(s) of the annual financial report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3 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. See notes 4 and 5 below for further instructions on how to complete this form.
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 1
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||
| 1.1 | A listed entity should have and disclose a board charter setting out: (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. |
☒ and we have disclosed a copy of our board charter at: https://www.selectharvests.com.au/governance/ |
☐ set out in our Corporate Governance StatementOR ☐ 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 director or senior executive or putting someone forward 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. |
☒ | ☐ set out in our Corporate Governance StatementOR ☐ 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. |
☒ | ☐ set out in our Corporate Governance StatementOR ☐ 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 directly to the board, through the chair, on all matters to do with the proper functioning of the board. |
☒ | ☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual financial report, you should insert the page number(s) of your annual financial report (eg “pages 10-12 of our annual financial report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).
5 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.
Page 2
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 1.5 | A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) 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. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period. |
☒ and we have disclosed a copy of our diversity policy at: https://www.selectharvests.com.au/governance/ and we have disclosed the information referred to in paragraph (c) at: https://www.selectharvests.com.au/governance/ and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period. |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 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 for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. |
☒ and we have disclosed the evaluation process referred to in paragraph (a) at: https://www.selectharvests.com.au/governance/ and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: https://www.selectharvests.com.au/governance/ |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
Page 3
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 1.7 | A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. |
☒ and we have disclosed the evaluation process referred to in paragraph (a) at: https://www.selectharvests.com.au/governance/ and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: https://www.selectharvests.com.au/governance/ |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
Page 4
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND 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):] and we have disclosed a copy of the charter of the committee at: https://www.selectharvests.com.au/governance/ and the information referred to in paragraphs (4) and (5) at: In the Directors’ Report which is contained in the 2024 Annual financial report. |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 2.2 | A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership. |
☒ and we have disclosed our board skills matrix at: https://www.selectharvests.com.au/governance/ |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
Page 5
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 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, affiliation 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 or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director. |
☒ and we have disclosed the names of the directors considered by the board to be independent directors at: https://www.selectharvests.com.au/board-of-directors/ and, where applicable, the information referred to in paragraph (b) at: our Corporate Governance Statement and the length of service of each director at: https://www.selectharvests.com.au/board-of-directors/ |
☐ set out in our Corporate Governance Statement |
| 2.4 | A majority of the board of a listed entity should be independent directors. |
☒ | ☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 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. |
☒ | ☐ set out in our Corporate Governance StatementOR ☐ 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 for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively. |
☒ | ☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
Page 6
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY | |||
| 3.1 | A listed entity should articulate and disclose its values. | ☒ and we have disclosed our values at: our Corporate Governance Statement |
☐ set out in our Corporate Governance Statement |
| 3.2 | A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code. |
☒ and we have disclosed our code of conduct at: https://www.selectharvests.com.au/governance/ |
☐ set out in our Corporate Governance Statement |
| 3.3 | A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy. |
☒ and we have disclosed our whistleblower policy at: https://www.selectharvests.com.au/governance/ |
☐ set out in our Corporate Governance Statement |
| 3.4 | A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy. |
☒ and we have disclosed our anti-bribery and corruption policy at: https://www.selectharvests.com.au/governance/ |
☐ set out in our Corporate Governance Statement |
Page 7
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS | |||
| 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 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. |
☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://www.selectharvests.com.au/governance/ and the information referred to in paragraphs (4) and (5) at: In the Directors’ Report which is contained in the 2024 Annual financial report. |
☐ set out in our Corporate Governance Statement |
| 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. |
☒ | ☐ set out in our Corporate Governance Statement |
| 4.3 | A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor. |
☒ | ☐ set out in our Corporate Governance Statement |
Page 8
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE | |||
| 5.1 | A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1. |
☒ and we have disclosed our continuous disclosure compliance policy at: https://www.selectharvests.com.au/governance/ |
☐ set out in our Corporate Governance Statement |
| 5.2 | A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. |
☒ | ☐ set out in our Corporate Governance Statement |
| 5.3 | A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation. |
☒ | ☐ set out 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. |
☒ and we have disclosed information about us and our governance on our website at: https://www.selectharvests.com.au/governance/ |
☐ set out in our Corporate Governance Statement |
| 6.2 | A listed entity should have an investor relations program that facilitates effective two-way communication with investors. |
☒ | ☐ set out in our Corporate Governance Statement |
| 6.3 | A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. |
☒ and we have disclosed how we facilitate and encourage participation at meetings of security holders at: our Corporate Governance Statement |
☐ set out in our Corporate Governance Statement |
| 6.4 | A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands. |
☒ | ☐ set out in our Corporate Governance Statement |
| 6.5 | A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. |
☒ | ☐ set out in our Corporate Governance Statement |
Page 9
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 7 – RECOGNISE AND MANAGE RISK | |||
| 7.1 | The board of a listed entity should: (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. |
☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://www.selectharvests.com.au/governance/ and the information referred to in paragraphs (4) and (5) at: In the Directors’ Report which is contained in the 2024 Annual financial report. [If the entity complies with paragraph (b):] and we have disclosed 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 at: |
☐ set out in our 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 that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place. |
☒ and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at: our Corporate Governance Statement |
☐ set out 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 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 governance, risk management and internal control processes. |
☒ [If the entity complies with paragraph (b):] and we have disclosed 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 at: our Corporate Governance Statement |
☐ set out in our Corporate Governance Statement |
Page 10
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 7.4 | A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks. |
☒ and we have disclosed whether we have any material exposure to environmental and social risks at: our Corporate Governance Statement and, if we do, how we manage or intend to manage those risks at: our Corporate Governance Statement |
☐ set out in our Corporate Governance Statement |
Page 11
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 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 (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. |
☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: https://www.selectharvests.com.au/governance/ and the information referred to in paragraphs (4) and (5) at: In the Directors’ Report which is contained in the 2024 Annual financial report. |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 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. |
☒ and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives at: our Corporate Governance Statement |
☐ set out 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. |
☒ and we have disclosed our policy on this issue or a summary of it at: https://www.selectharvests.com.au/governance/ |
☐ set out in our Corporate Governance StatementOR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
Page 12
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES | |||
| 9.1 | A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents. |
☐ and we have disclosed information about the processes in place at: ……………………………………………………………………… [insert location] |
☐ set out in our Corporate Governance Statement OR ☒ we do not have a director in this position and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 9.2 | A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time. |
☐ | ☐ set out in our Corporate Governance StatementOR ☒ we are established in Australia and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 9.3 | A listed entity established outside Australia, and an externally managed 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. |
☐ | ☐ set out in our Corporate Governance StatementOR ☒ we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐ we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable |
| ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES | |||
| - | 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; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements. |
☐ and we have disclosed the information referred to in paragraphs (a) and (b) at: …………………………………………………………………………….. [insert location] |
☐ set out in our Corporate Governance Statement |
Page 13
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| - | 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. |
☐ and we have disclosed the terms governing our remuneration as manager of the entity at: …………………………………………………………………………….. [insert location] |
☐ set out in our Corporate Governance Statement |
Page 14
ASX Listing Rules Appendix 4G (current at 17/7/2020)
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Select Harvests Limited
ABN 87 000 721 380
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Corporate Governance Statement
for the financial year ended 30 September 2024
This Corporate Governance Statement describes the key corporate governance policies and practices of Select Harvests Limited. The Company has followed the recommendations of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations throughout the financial year ended 30 September 2024.
Select Harvests Limited
Corporate Governance Statement
30 September 2024
Corporate governance statement
These principles are:
Principle 1 – Lay solid foundations for Management and Oversight Principle 2 – Structure the Board to be effective and add value Principle 3 – Instil a culture of acting lawfully, ethically and responsibly Principle 4 – Safeguard the Integrity of Corporate Reports Principle 5 – Make timely and balanced disclosure Principle 6 – Respect the Rights of Security Holders Principle 7 – Recognise and Manage Risk Principle 8 – Remunerate Fairly and Responsibly
The following statements address each of these principles.
Principle 1 – Lay solid foundations for Management and Oversight
1.1 Roles and Responsibilities of the Board and Management
The Board of Select Harvests Limited (SHV or the Company) is responsible for the overall corporate governance of the Company. The Board guides and monitors the business and affairs of SHV on behalf of the shareholders by whom they are elected and to whom they are accountable. The Board’s Charter is located in the governance section of the Company’s website. Governance | Select Harvests.
The Board represents the interests of shareholders, as well as meeting regulatory and ethical expectations and obligations. In addition, the Board is responsible for ensuring that management’s objectives and activities are aligned with the expectations and risks identified by the Board and ensuring appropriate control mechanisms are in place to adequately manage those risks.
The Board has delegated responsibility for the operation and administration of the Company to the Managing Director and the Executive team. The Board ensures that this team is appropriately qualified and experienced to carry out its responsibilities and has in place procedures to assess the performance of the Managing Director and the Executive team. The Board holds management accountable for the performance of its delegated functions. In doing so, the Board constructively challenges management’s proposals and decisions and seeks to instil a culture of accountability throughout the business.
1.2 Director and Executive Selection
To ensure that the Board is well equipped to carry out its responsibilities it has established guidelines for the selection of Directors and Executive team members. Several channels are used to source candidates to ensure the Company can benefit from a diverse range of individuals during the selection process.
1.3 Directors and Executive Agreements
The Directors and Executive team have a written agreement with the Company setting out the terms of their appointment. The key terms of these agreements are published in the Remuneration Report.
1.4 Company Secretary
The Company Secretary is accountable to the Board through the Chair and provides advice and support to the Board. They are responsible for all matters to do with the proper functioning of the Board. All Directors can communicate directly with the Company Secretary and vice versa.
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Select Harvests Limited
Corporate Governance Statement
30 September 2024
Corporate governance statement
1.5 Inclusion and Diversity
At Select Harvests, we recognise that an inclusive culture embracing diversity is essential to our ongoing success. Our commitment to diversity, equity, and inclusion ( DEI) is an integral part of our operations, and we continue to make significant progress in this space as we hire the right people for the right roles. This approach is guided by our Diversity, Equity, and Inclusion Policy, which is available in the governance section of our website.
We are proud of our sustained commitment to diversity, employing over 470 individuals in permanent, casual, and seasonal roles across metropolitan and regional Australia. Our workforce includes people from various backgrounds, with approximately 44% identifying as ethnically diverse based on disclosures.
As part of our ongoing journey, we measure gender diversity across our Board, senior management, and broader workforce. Executive Committee members actively monitor these measures and report annually to the People, Remuneration, and Culture Committee to ensure continuous improvement.
Our efforts include:
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Conducting ongoing training to prevent discrimination, harassment, and bullying, further reinforcing our commitment to an inclusive and respectful workplace.
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Advancing gender pay equity, with the gap at the senior management level reduced to 2.73%, and achieving less than a 1% base salary difference across general management roles.
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Continuously refining our recruitment processes to ensure we attract a diverse range of qualified candidates.
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Strengthening our leadership pipeline through the implementation of a succession module in our Human Resource Information System ( HRIS ), ensuring we develop diverse talent for future leadership roles.
Additionally, we are committed to promoting work-life balance through policies such as Flexible Working Arrangements and Parental Leave, which includes “Keep in Touch” days to help employees stay connected with the business at their discretion.
As at 30 September 2024, females comprised 38% of our total workforce for the reporting period, up from 35% last year. Female participation at Board level is 33% and the Executive Team is 29%. For further information on gender-related performance, including gender pay gap data, please refer to our WGEA submission for 2024 as at 31 March 2024, available on our website.
Workplace Gender Equity Agency (WGEA) Diversity Report 2023/2024
| Category as at 31/03/24 |
Emp # Total |
Gender M F |
Gender M F |
Percentage | Percentage |
|---|---|---|---|---|---|
| M% | F% | ||||
| Board (including CEO) | 6 | 4 | 2 | 67% | 33% |
| Senior Executive | 8 | 5 | 3 | 62% | 38% |
| Senior Manager | 24 | 20 | 4 | 83% | 17% |
| Other Manager | 100 | 82 | 18 | 82% | 18% |
| Non-Managerial Roles | 566 | 320 | 246 | 57% | 43% |
| Total Employees | 704 | 431 | 273 | 61% | 39% |
A copy of the Diversity Equity and Inclusion Policy is available in the governance section of the Company’s website at Governance | Select Harvests.
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Select Harvests Limited
Corporate Governance Statement
30 September 2024
Corporate governance statement
1.6 Board Performance and Evaluation
The Chair of the Board evaluates the performance of each Board member regularly. The performance of the Board is reviewed against the Board Charter and any specific objectives set by the Board for the Company. The Board reviews its performance and the performance of the Committees against their Charters annually. The performance evaluation of the Board was undertaken for the 2023-2024 financial year.
1.7 Executive Performance and Evaluation
Executive Performance is evaluated at least annually. The performance and measures of the Executive Team are published in the Remuneration Report.
Principle 2 – Structure the Board to be effective and add value
2.1 Board Processes
To assist in the execution of its responsibilities, the Board established a Remuneration & Nomination Committee, an Audit and Risk Committee and a Sustainability Committee. These Committees have written Charters, which are reviewed on a regular basis and are located on the Company’s website. The Board has an established framework for the management of the Company.
The full Board holds at least eleven scheduled meetings each year, plus any additional meetings at such other times as may be necessary to address any specific matters that may arise. Details of the attendances at meetings of Board and Committees during the reporting period are set out in the Directors’ Report (Annual Report for the financial year ended 30 September 2024).
The agenda for Board meetings is prepared and includes the Managing Director's & Chief Financial Officer’s reports, financial reports, Workplace Health and Safety (WHS), people and sustainability reporting, business segment reports, strategic matters, business culture, governance, risk and compliance reporting. Papers are circulated in advance. Executives and other employees are involved in Board discussions where appropriate, and Directors have other opportunities, including visits to operations, for contact with a wider group of employees.
Development and succession plans for the Executives of SHV are reviewed annually by the Remuneration and Nomination Committee. Director rotation and renewal is part of the Remuneration and Nomination Committee’s workplan on an annual basis.
2.2 Board Skills Matrix
The composition of the Board is determined in accordance with the following ASX principles:
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The Board should comprise at least four Directors.
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The Board should maintain a majority of independent non-executive Directors.
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The Chair must be a Non-Executive Director; and
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The Board should comprise Directors with an appropriate range of qualifications, skills and experience.
The Company website contains the Board responsibility, skills and experience matrix, setting out the mix of capability of the current Board in key areas, this is available at Governance | Select Harvests.
2.3 Director Experience
The names of the Directors of the Company in office at the date of this report, together with key biographical data, are set out in the Directors’ report published in the 30 September 2024 Annual Report and on the Company Website. http://www.selectharvests.com.au/
If a Non-executive Director has an interest, position, affiliation or relationship with a third party which may give rise to a conflict-of-interest, but the Board are of the opinion that it does not compromise the
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Corporate governance statement
independence of the Director then the nature of the interest, position or relationship, including how the conflict is managed, is noted in the Related Party notes of the Company’s financial statements.
2.4 Director Independence
All current Non-Executive Directors are independent. The Board assesses the independence of each Director considering interests known to the Board, as well as those disclosed by each Director. Directors’ interests are updated at the commencement of each Board Meeting. Should a conflict arise, the individual director will declare the conflict. This will be noted in the minutes and the Director will leave the meeting, if appropriate, and will not participate in discussion of the item. Each Director has the right of access to all relevant company information and to the Company's Executives and, subject to prior consultation with the Chair, may seek independent professional advice at the Company's expense.
2.5 Chair Independence
The Chair is a Non-Executive Director and is independen t.
2.6 Director Review, Induction and Education
The Company has a policy and process in place to induct and educate new Directors as well as address the ongoing education and development of its existing Directors. The policy objectives are to ensure that the Directors are equipped to provide effective oversight, as outlined in the SHV Board Skills Matrix.
The Chair is responsible for new Director inductions. Additionally, in each financial year, each Director is expected to attend one external program and key internal briefings, to keep abreast of current issues.
Directors can visit Company facilities at any time and meet with management to gain a better understanding of business operations. The Board Education and Training Policy is on the Company website: Governance | Select Harvests
Principle 3 – Instil a culture of acting lawfully, ethically and responsibly
3.1 SHV’s Values
The SHV Board and Executive recognise that culture is a critical factor in achieving our strategic goals and fostering a workplace that motivates and retains our talent. In FY2024, we strengthened our culture by redefining our core values, which serve as foundational elements in our business turnaround strategy and overall business plan. Among these, "Safety First, Zero Harm" was introduced as a core value, emphasising our commitment to a safety-oriented environment.
To further support our cultural evolution, we conducted an organisational redesign within our horticulture sector, directly enhancing our operational efficiency and aligning with our strategic objectives. Additionally, to gain a clearer picture of our workplace culture, we partnered with Insync to conduct an engagement and alignment survey. The results revealed a 64% alignment, placing us in the top quartile, and a 72% engagement level, positioning us within the 2nd and 3rd quartiles.
Building on these insights, we have implemented an action plan and are conducting focus groups to drive ongoing improvements. This approach ensures that our culture aligns with our strategic goals and desired behaviours, fostering a high-performance environment across the organisation.
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Select Harvests Limited
Corporate Governance Statement
30 September 2024
Corporate governance statement
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The above values underpin SHV’s Culture and, along with relevant Company policies, set expectations around acting ethically and responsibly and complying with applicable law and regulation, in everything we do. The relevant policies include:
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Code of Conduct
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Ethical Sourcing Policy
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Fraud, Anti-Bribery and Corruption Policy
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Whistleblower Policy
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Workplace Fair Treatment Policy
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Conflict of Interest Policy
These policies can be found on the Company Website -Governance | Select Harvests
3.2 Code of Conduct
All Directors, managers and other employees are expected to act in accordance with the Company’s values and behaviours. These Values are incorporated in the Company’s Code of Conduct which was reviewed and updated in May 2024. Material breaches of the Code of Conduct are required to be reported to the Board and a declaration is required to be signed by all new employees, declaring any conflicts of interest. This can be found at Select Harvests Code of Conduct
3.3 Whistleblower Policy
The Whistleblower Policy was reviewed and updated during 2023. The policy provides a mechanism to report issues to an external third party. Whistleblower incidents are required to be reported to the Board. The Whistleblower Policy is located on the governance section of the Company’s website Governance | Select Harvests.
3.4 Fraud, Anti-Bribery and Corruption
The Fraud, Anti Bribery and Corruption Policy was reviewed in 2022 and is published on the corporate website. Bribery and corruption incidences are required to be reported to the Board. The Fraud, AntiBribery and Corruption Policy is located on the governance section of the Company’s website. Governance | Select Harvests.
Principle 4 – Safeguard the Integrity of Corporate Reports
4.1 Audit and Risk Committee
The Audit and Risk Committee has a documented Charter, approved by the Board. All three members of the Committee are Non-Executive Directors with a majority being independent, and the Chair of the Audit and Risk Committee is not the Chair of the Board of Directors.
The members of the Audit and Risk Committee during the financial year are disclosed in the Directors’ Report. The Committee meets at least four times a year and the Committee members’ attendance record is disclosed in the table of Directors’ meetings published in the 30 September 2024 Annual Report.
The members of the Audit and Risk Committee during the Reporting Period were:
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Corporate Governance Statement
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Corporate governance statement
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Michelle Somerville (Chair)
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Travis Dillon
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Guy Kingwill
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Paul van Heerwaarden
The Audit and Risk Committee is committed to ensuring that it carries out its functions in an effective manner. Accordingly, it reviews its Charter at least once a year and the Company’s risk register has been established in accordance with ISO standards. A copy of the Audit and Risk Committee Charter outlining the committee’s duties and responsibilities is available on the governance section of the Company’s website. Governance | Select Harvests
4.2 Managing Director and CFO Declarations
The Managing Director and the Chief Financial Officer have provided declarations to the Board that:
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a) In their opinion, the financial report and notes set out in the Financial Report of Select Harvests Limited for the financial year ended 30 September 2024:
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i. are in accordance with the Corporations Act 2001 ;
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ii. give a true and fair view of the Group's financial position as at 30 September 2024 and of its performance for the financial year ended on that date as required by Section 305 of the Corporations Act 2001 ; and
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iii. comply with applicable Australian Accounting Standards as required by Section 304 of the Corporations Act 2001 ; and
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b) In their opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and
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c) In their opinion, the financial records of the Company have been properly maintained in accordance with section 286 of the Corporations Act 2001 , and
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d) In their opinion, the above statements are founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board and that Select Harvests’ risk management and internal compliance and control is operating efficiently and effectively in all material respects in relation to financial reporting risks.
4.3 Integrity of Reporting
The external auditors, the Managing Director and Chief Financial Officer are invited to Audit and Risk Committee meetings at the discretion of the Committee, and the external auditor also meets with the Audit and Risk Committee during the year without management being present.
The Company’s external auditor, PricewaterhouseCoopers, attends the AGM and is available to answer questions from shareholders relevant to the audit.
Principle 5 – Make timely and balanced disclosure
5.1 Continuous Disclosure Policy
The Company has a written policy and associated procedures to ensure compliance with its disclosure obligations under both the ASX Listing Rules and the Corporations Act. This policy is reviewed with the Company’s legal advisers and was most recently amended in September 2021. This is published on the Company website: Governance | Select Harvests.
5.2 Board and Market Announcements
SHV’s Company Secretary ensures that Directors are engaged in discussion, and approve, material market announcements before they are made.
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Select Harvests Limited
Corporate Governance Statement
30 September 2024
Corporate governance statement
5.3 Substantive Investor or Analyst Presentations
SHV’s Company Secretary ensures compliance with the Company’s continuous disclosure obligations, and provision of information to the Australian Stock Exchange. The continuous disclosure policy aims to ensure that timely and accurate information is communicated to all shareholders and market participants, consistent with the Company’s commitment to continuous disclosure.
Principle 6 – Respect the Rights of Security Holders
6.1 Company Website
The SHV website provides comprehensive information about itself and its governance to investors. The website is http://selectharvests.com.au
6.2 Investor Communication
Following the release of SHV’s financial results (half and full year) the Managing Director and Chief Financial Officer complete program of interactions with institutional investors and market analysts. Ad hoc interactions also occur with retail investor groups, proxy advisors and the financial media. These interactions allow investors and other financial market participants to gain a greater understanding of SHV’s business, governance, financial performance and prospects. Matters of concern or interest can also be raised.
In addition, SHV’s Managing Director and/or Chief Financial Officer attend and/or present at various industry and stakeholder events.
Queries or concerns raised are conveyed to the Board or relevant Executive as appropriate.
6.3 Shareholder Meetings
The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and understanding of the Company’s strategy, objectives and performance. Shareholders have the opportunity to attend the meeting, ask questions from the floor, participate in voting and meet the Board and Management in person. Shareholders have the opportunity to submit written questions and comments to the Company and the auditor prior to the meeting.
6.4 Shareholder Voting
Shareholder voting takes place at the Annual General Meeting and is conducted by poll.
Shareholders are encouraged to vote. If necessary, shareholders are able to vote on resolutions by appointing a proxy via the proxy form accompanying the Notice of Meeting.
6.5 Shareholder Communications
SHV gives shareholders the option to receive and send communication to the entity ([email protected]) and its security registry (Computershare) electronically.
All shareholder information is set out to be easily readable electronically and includes printer-friendly capability.
Principle 7 – Recognise and Manage Risk
7.1 Risk Management
The Company outsources its internal audit function and commissions specific reviews to assess the internal controls implemented to mitigate key risks. The Board oversees the Company’s risk management framework, which it reviews at least annually to ensure its effectiveness. The Company's areas of focus in respect of risk management practices include, but are not limited to, product safety, workplace health and safety, environment, property, financial reporting and internal control.
The Board is responsible for the overall risk management and internal control framework but recognises
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that no cost-effective risk management and internal control system will preclude all errors and irregularities. The committee charter can be found at Audit & Risk Committee Charter
7.2 Board Risk Review
The Board has the following procedures in place to monitor performance and to identify areas of concern:
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Strategic planning: The Board is involved in formulating, reviewing and approving the strategic plan that encompasses the Company's strategy, designed to meet the stakeholders' needs and manage business risk. The strategic plan is dynamic, and the Board is actively involved in developing and approving initiatives and strategies designed to ensure the continued growth and success of the Company.
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Risk management framework: The Company’s risk management framework provides a mandate and commitment to risk management, includes the Company’s policy that sets out the Company’s risk objectives and intentions, embeds risk management within business processes, defines accountabilities and responsibilities, outlines a risk reporting schedule and provides mechanisms for monitoring and continuous improvement.
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Financial reporting: The Board reviews actual results against budgets approved by the Directors and revised forecasts prepared during the year.
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Functional reporting: Key areas subject to regular or periodical reporting to the Board include, but are not limited to, operational, treasury (including foreign exchange), environmental, occupational health and safety, insurance, and legal matters.
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Continuous disclosure: A process is in place to identify matters that may have a material effect on the price of the Company's securities and to notify them to the ASX.
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Investment appraisal: Guidelines for capital expenditure include annual budgets, appraisal and review procedures, and due diligence requirements where businesses or assets are being acquired or divested.
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Workplace Safety: The Board and Executive provide a monthly update of workplace safety hazards, incidents, risk mitigation and remedial actions taken; and
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Environmental/Sustainability reporting: The Board reviews material impacts, risks, and opportunities as part of our sustainability reporting process. We consider material topics which have, or could have, significant impacts on the economy, environment, and people, as outlined in the Global Reporting Initiative Standards 2021 and the SASB Standards for our sector. We also consider potential risks and opportunities for our business relating to our material topics, consistent with the IFRS Sustainability Disclosure Standards.
The Managing Director and Chief Financial Officer have provided a statement in writing to the Board that the declaration made in respect of the Company’s financial reports is founded on a system of risk management and internal compliance and control which reflects the policies adopted to date by the Board, and that the Company’s risk management and internal control and compliance system is operating effectively in all material respects.
7.3 Material exposure to Environmental and Social Risk
Every year we review our material exposure to environmental and social risks as part of our annual sustainability reporting process. We consider material topics which have, or could have, significant impacts on the economy, environment, and people, as outlined in the Global Reporting Initiative Standards 2021. We also consider potential risks and opportunities for our business relating to our material topics, consistent with IFRS 1 General Requirements for Disclosure of Sustainability-related Financial Information (IFRS1) and SASB Standards for our sector. The Executive Team, Board Sustainability Committee, and Board approve our materiality assessment. Our Sustainability Report 2024 provides an overview of our material topics, our management approach and related performance.
In 2021-22, we started aligning the disclosure of our climate-related risks and opportunities with the Taskforce for Climate-related Financial Disclosures (TCFD), now superseded by IFRS S2 Climaterelated Disclosures (IFRS 2). This year we undertook a deeper assessment of our climate related risks
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Select Harvests Limited
Corporate Governance Statement
30 September 2024
Corporate governance statement
and opportunities to prepare for emerging mandatory climate-related disclosures posed by Treasury.
Our Annual Report 2024 outlines our transition and physical risks, mitigation strategies and high-level financial implications. We will continue to build our understanding of our risks and their impact on financial performance as we strengthen our approach to aligning with IFRS 1 and IFRS S2.
We are working to embed our sustainability materiality assessment into our organisation wide risk review process.
Principle 8 – Remunerate Fairly and Responsibly
8.1 Remuneration and Nomination Committee
Composition
The members of the Remuneration and Nomination Committee comprise at least 3 independent Directors and is chaired by an independent Director, who is not the Chair of the Board. Membership details are disclosed in the Directors’ Report. The Remuneration and Nomination Committee meets at least two times a year, with membership details and attendance disclosed in the table of Directors’ meetings.
The members of the Remuneration and Nomination Committee during the Reporting Period were:
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Guy Kingwill (Chair)
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Travis Dillon
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Margaret Zabel
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Paul van Heerwaarden
The attendance of committee members at each committee meeting during the Reporting Period is detailed in the Directors’ Report enclosed in this Annual Report
The main objectives of the Remuneration and Nomination Committee are to:
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1) Ensure that the Board’s responsibilities in relation to compensation of the Company’s Directors and Executives are fulfilled.
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2) Recommend parameters for the setting and approval of remuneration, Short Term Incentive (STI) Plan and Long-Term Incentive (LTI) Plan for Company Executives and any incentive scheme for other employees.
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3) Ensure that the composition of the Board of Directors is appropriate for the purpose of fulfilling its responsibilities to shareholders in accordance with the law and current governing guidelines issued by the Australian Securities Exchange and other regulatory bodies.
The Committee evaluates the performance of the Managing Director as well as its key management personnel on an annual basis. It is responsible for reviewing the share option schemes, incentive performance packages, superannuation entitlements and fringe benefits policies. Remuneration levels are reviewed annually, and the Committee may obtain independent remuneration information for comparative purposes on the appropriateness of remuneration packages.
The Managing Director is invited to Remuneration and Nomination Committee meetings as required to discuss Executives' performance and remuneration packages. Further details of how the Company assesses the performance of the Managing Director and its key management personnel are disclosed in the Remuneration Report.
Further details of the Remuneration and Nomination Committee’s Charter are available on the governance section of the Company’s website Governance | Select Harvests.
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Select Harvests Limited
Corporate Governance Statement
30 September 2024
Corporate governance statement
8.2 Remuneration Policies
Remuneration levels are set to attract, retain and motivate an appropriately qualified and experienced Managing Director and Executives. The Remuneration and Nomination Committee may obtain independent advice on the appropriateness of remuneration packages, given trends in the marketplace. Remuneration packages include a mix of fixed remuneration, performance-based remuneration and equity-based remuneration. There is a minimum Workplace Health and Safety ( WHS ) tollgate standard that needs to be met for any incentive payments.
The Managing Director and Executives may receive short term incentives based on achievement of specific business objectives, initiatives and performance indicators, which include financial, cultural and operational targets relevant to performance at the consolidated entity level, divisional level, or functional level, as applicable, for the financial year.
8.3 Equity Based Remuneration
The Company offers the Managing Director and Executives’ participation in the long-term incentive scheme involving the issue of performance rights under the Executive Long Term Incentive Plan ( LTIP ). The LTIP provides performance rights to participating employees with a three-year expiry period, exercisable at the market price. The performance rights vest over three years on achievement of the financial performance hurdles. Furthermore, the LTIP provides that participants are not permitted to hedge any shares issued to them whilst those shares are held in trust. The LTIP performance conditions are published in the Remuneration Report.
Non-Executive Directors do not receive any performance related remuneration.
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