Green property management files

Audit and Risk Committee Charter


Gold Green Real Estate Group Limited

1. Introduction


1.1 The Audit and Risk Committee (Committee) is a committee of the board of directors (Board) of Gold Green Real Estate Group Limited (Company).

审计与风险管理委员会 (简称“委员会”) 是Gold Green Real Estate Group Limited (简称“公司”) 董事会的委员会。

1.2 This Charter sets out the role, authority, responsibilities, composition and procedural requirements of the Committee.


2. Role and objectives


2.1 The role of the Committee is to assist the Board in fulfilling its responsibility for ensuring the integrity of the Company's financial reporting and the implementation of a sound system of risk management and internal control by monitoring, reviewing and advising or reporting to the Board on:


(a) the reliability and integrity of the Company's financial reporting systems and processes;


(b) the appropriateness of the accounting judgements or choices exercised by management in preparing the Company's financial statements;


(c) the implementation and effectiveness of the Company's risk management and internal control policies and practices;


(d) the implementation and effectiveness of the Company's internal audit systems and processes;


(e) the appointment and, if necessary, removal of the Company's external auditors and the work of, and relationship with, the external auditors; and

任命以及解聘 (若有必要) 公司外部审计师,以及该审计师的工作和与公司的关系;以及

(f) the implementation and effectiveness of the Company's systems and processes for ensuring compliance with all applicable laws, regulations and Company policies.


3. Responsibilities


3.1 In order to fulfil its responsibilities to the Board, the Committee will:


Financial reports


(a) review (including by asking the external auditors for an independent judgment about) the appropriateness and integrity of the accounting policies and principles adopted by management in the preparation and presentation of the financial reports and whether the financial disclosures in the notes to the financial reports made by management accurately portray the Company's financial condition, plans and long-term commitments;


(b) review the financial reports for the half year and full year and related regulatory filings, and consider whether they are accurate, complete, consistent with information known to Committee members, and reflect the Company's accounting policies and principles;


(c) receive and consider in connection with the half year and full year financial reports (and any quarterly reports, if applicable) a declaration from the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) to the Board that, in their opinion, the financial records of the Company have been properly maintained and that the financial statements comply with appropriate accounting standards and give a true and fair view of the financial position and performance of the Company and that their opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively;


(d) review with management and the external auditors results of the audit.


Internal control and risk management


3.2 In consultation with management:


(a) prepare a risk profile which describes the material business risks facing the Group, including financial and non-financial matters and taking into account both the Group's legal obligations and the reasonable expectations of the Group's stakeholders (such as shareholders, employees, customers, suppliers, creditors, consumers and the broader community in which the Group operates); and


(b) regularly review and update the risk profile and provide copies to the Board;


(c) review and report to the Board (at least annually) on the effectiveness of the Company’s internal controls regarding:


(i) the Company’s financial reporting systems and processes;


(ii) due diligence for acquisitions and other new projects;


(iii) compliance with confidentiality obligations; and


(iv) information technology security.


(d) review and report to the Board (at least annually) on the effectiveness of internal systems and processes for identifying, managing and monitoring material business risks, including:


(i) breaches of contract or internal controls;


(ii) litigation and claims; and


(iii) fraud and theft.


(e) obtain regular reports from management on the occurrence and/or status of any material breaches of internal controls or other material risk exposures or incidents and report to the Board (at each Board meeting or earlier, if appropriate) on such breaches, exposures and incidents and generally whether material business risks are being managed effectively;


(f) review the scope of the internal and external auditors’ review of internal control and risk management, review reports on significant findings and recommendations, together with management’s responses;


(g) recommend to the Board any changes to the Company's internal control and risk management framework from time to time as appropriate;


Internal audit


(h) review with management and the internal auditor (if one is appointed), the scope and activity of the internal audit function;


(i) meet with the internal auditor and management to review internal audit reports and monitor management responses;


(j) meet separately with the internal auditor, at least once a year, to discuss any matters that the Committee or internal auditor believes should be discussed privately;


(k) review the effectiveness of the internal audit activity;


(l) ensure there are no unjustified restrictions or limitations, and consider and approve the appointment, replacement or dismissal of the internal auditor by management;


External audit


(m) review the external auditors’ proposed audit scope and approach;


(n) meet with the external auditors to review reports, and meet separately, at least once a year, to discuss any matters that the Committee or auditors believe should be discussed privately;


(o) establish policies as appropriate in regards to the independence of the external auditor;


(p) review the rotation of the audit engagement partner;


(q) review and confirm the independence of the external auditors by obtaining statements from the auditors on relationships between the auditors and the Company, including non-audit services, and discussing the relationships with the auditors;


(r) review the performance of the external auditors, and consider the re-appointment and proposed fees of the external auditor and, if appropriate, conduct a tender of the audit.  Any subsequent recommendation following the tender for the appointment of an external auditor will be put to the Board and then if a change is approved it will be put forward to shareholders for their approval;




(s) consider the plans and processes for the Group's compliance activities;


(t) obtain regular updates from management and lawyers regarding compliance matters;


(u) review the effectiveness of the system for monitoring compliance with laws and regulations and the results of relevant management's investigation and follow-up (including disciplinary action) of any instances of non-compliance;


(v) review the findings of any examinations by regulatory agencies;


Reporting responsibilities


(w) regularly report to the Board about Committee activities, issues and related recommendations;


(x) provide an open avenue of communication between internal audit, the external auditors, and the Board.  For the purpose of supporting the independence of their function, the external auditor and the internal auditor have a direct line of reporting access to the Committee;


(y) report to the Board any material exposure to economic, environmental and social sustainability risks and, if the Company is exposed to such risks, how the Company should manage those risks;


(z) report annually to the Board regarding information to be provided in the Annual Report to shareholders, describing the Committee’s composition, responsibilities and how they were discharged, and any other information required by law or the ASX Listing Rules;


(aa) review any other reports the Company issues that relate to the Committee's responsibilities;


Related party transactions


(bb) review and monitor related party transactions and investments involving the Company and its directors;


Other responsibilities


(cc) perform other activities related to this Charter as requested by the Board;


(dd) institute and oversee special investigations as needed;


(ee) confirm annually that all responsibilities outlined in this Charter have been carried out; and


(ff) evaluate the Committee’s and individual members’ performance on a regular basis.


4. Composition


4.1 The Committee will comprise a minimum of three members, two of whom must be non-executive and independent directors.


4.2 All members must be financially literate (i.e. able to read and understand financial statements).  At least one member must have expertise in financial and accounting matters.  At least two members must have an understanding of the industry in which the Group operates.


4.3 The Board will nominate the Chair of the Committee from time to time.  The Chair must be an independent  director who is not the Chair of the Board.


5. Procedural requirements


5.1 The Committee will meet as required but not less than four times a year.


5.2 A quorum of the Committee will comprise two members, although all members are expected to attend (either in person or by conference call or similar means) and participate.


5.3 If the Chair of the Committee is absent from a meeting and no acting Chair has been appointed, the members present may choose one of them to act as Chair for that meeting.


5.4 Meetings of the Committee may be held or participated in by conference call or similar means, and decisions may be made by circular or written resolution.


5.5 Each member of the Committee will have one vote.


5.6 The Chair will not have a casting vote.  If there is a tied vote, the motion will lapse.


5.7 The Committee may seek such advice from any external parties as it may consider necessary or desirable to fulfil its objectives.


5.8 Following each meeting of the Committee, the Chair of the Committee will report to the Board on any matter that should be brought to the Board's attention and on any recommendation of the Committee that requires Board approval or action.


5.9 Minutes of meetings of the Committee will be prepared for approval by the Committee and circulated to the members of the Board (in the papers for the next Board meeting following the Committee meeting).


5.10 The Company Secretary will attend meetings of the Committee and provide such assistance as may be required by the Chair of the Committee in relation to preparation of the agenda, minutes or papers for the Committee.


5.11 As necessary or desirable, the Chair may invite members of management, including the head of internal audit and representatives of the external auditors or other external advisors, to be present at meetings of the Committee.


6. Authority


6.1 The Committee may in fulfilling its purpose and discharging its responsibilities:


(a) conduct or authorise inquiries or investigations into any matters within its scope of responsibility;


(b) retain lawyers, accountants or others to advise the Committee or assist in the conduct of any inquiries or an investigation;


(c) have unrestricted access to and seek any information it requires from:


(i) management and staff; and


(ii) internal and external auditors (without management present),


all of whom are directed to cooperate with the Committee’s requests; and


(d) seek advice from external consultants or specialists where the Committee considers that necessary or appropriate.


7. Annual review


7.1 The Committee will review its performance annually.


7.2 The annual performance evaluation will have regard to the extent to which the Company has met its responsibilities in terms of this Charter.


8. Review of this Charter


8.1 The Committee is responsible for reviewing the effectiveness of this Charter and the operations of the Committee, and to make recommendations to the Board of any amendments to this Charter.


8.2 Any amendment to this Charter must be approved by the Board.


Board Charter


Gold Green Real Estate Group Limited

1. Introduction


1.1 This Board Charter sets out the principles for the operation of the board of directors (Board) of Gold Green Real Estate Group Limited (Company) and describes the functions of the Board. The Company and its subsidiaries are collectively referred to as the Group.

本董事会章程规定Gold Green Real Estate Group Limited(简称“公司”)的董事会的运作准则并描述董事会的职责和功能。公司及其子公司统称为集团。

1.2 The Board is responsible for the governance of the Company. This Charter sets out the role and responsibilities of the Board, which responsibilities are delegated to committees of the Board or to management, as well as the membership and the operation of the Board.


2. Role and responsibilities of the Board




2.1 The role of the Board is to provide overall strategic guidance, financial management and controls for the Company through effective oversight of management.


2.2 The Board ensures that the activities of the Company comply with its Constitution, from which it derives its authority to act, and with legal and regulatory requirements. To achieve this role, the Board has reserved to itself the following specific responsibilities.




2.3 The Board is responsible for:


(a) providing leadership and setting the strategic objectives of the Company;


(b) appointing the Chair (and potentially any Deputy Chair);


(c) appointing and when necessary replacing the Chief Executive Officer;


(d) approving the appointment and when necessary replacement of other senior executives of the Company;


(e) overseeing management’s implementation of the Company’s strategic objectives and its performance generally;


(f) through the Chair, overseeing the role of the Company Secretary;


(g) overseeing the integrity of the Company’s accounting and corporate reporting systems, including the external audit;


(h) overseeing the Company’s process for making timely and balanced disclosure of all material information concerning it that a reasonable person would expect to have a material effect on the price or value of the Company’s securities;


(i) with the assistance of the Audit and Risk Committee, ensuring that the Company has in place an appropriate risk management framework and setting the risk appetite within which the Board expects management to operate;


(j) approving the Company’s remuneration framework;


(k) reviewing the performance and effectiveness of the Company’s governance practices policies and procedures;


(l) determining the Company's dividend policy, the amount and timing of all dividends and the operation of the Company's dividend re-investment plan (if any);


(m) evaluating, approving and monitoring operating budgets, major capital expenditure, capital management and all major acquisitions, divestitures and other corporate transactions, including the issue of securities of the Company; and


(n) ensuring that the Company maintains a commitment to promoting diversity in the workplace.


Corporate governance


2.4 At least once per year the Board will, with the assistance and advice of the Remuneration and Nomination Committee and Audit and Risk Committee, review the performance and effectiveness of the Company's corporate governance policies and procedures and, if appropriate, amend those policies and procedures as necessary.


2.5 The Board will review and approve all disclosures related to any departures from the ASX Corporate Governance Principles and Recommendations.


Performance evaluation


2.6 At least once per year the Board will, with the advice and assistance of the Remuneration and Nomination  Committee, review and evaluate the performance of the Board, each Board committee and each individual director against the relevant charters, corporate governance policies, and agreed goals and objectives.


2.7 Following each review and evaluation, the Board will consider how to improve its performance.


3. Structure of the Board




3.1 Subject to section 3.3 below, the Board, with the recommendation of the Remuneration and Nomination Committee, determines the size and composition of the Board subject to the terms of the Constitution of the Company.  The continued tenure of each individual director is subject to re-election from time to time, in accordance with the Constitution.


3.2 It is intended that the Board should comprise a mix of executive and non-executive directors and comprise directors with a broad range of skills, expertise and experience from a diverse range of backgrounds.  In order to identify any gaps in the collective skills of the Board, the Board should, with the assistance and advice of the Remuneration and Nomination Committee, establish a skills matrix setting out the mix of skills and diversity the Board has or is looking to achieve.


Board composition


3.3 The directors will determine the size of the Board, subject to the Company’s Constitution, which provides that there can be no more than 10 directors.  The number of directors and the composition of the Board must at all times be appropriate to the Company to achieve efficient decision making and adequately discharge its responsibilities and duties.


3.4 It is intended that at least half of the Board will be independent non-executive directors.


Appointment and re-election of directors


3.5 The process of selection and appointment of new directors to the Board is that when a vacancy arises, the Remuneration and Nomination Committee identifies candidates with appropriate skills, experience and expertise.  Candidates with the skills, experience and expertise that best complement the Board’s effectiveness will be recommended to the Board.  When the Board considers that a suitable candidate has been found, that person may be appointed by the Board to fill a casual vacancy in accordance with the Company’s Constitution, but must stand for election by shareholders at the next annual general meeting.


3.6 Non-executive directors will be engaged by a letter of appointment setting out the terms and conditions of their appointment.  Directors will be expected to participate in any induction or orientation programs on appointment, and any continuing education or training arranged for them.


3.7 Directors must retire from office in accordance with the Constitution.  Retiring directors may be eligible for re-election.  Before each annual general meeting, the Chair will assess the performance of any director standing for re-election and the Board will determine their recommendation to shareholders on the re-election of the director (in the absence of the director involved).  The Board (excluding the Chair), will conduct the review of the Chair.




3.8 All directors, whether independent or not, should bring an independent judgement to bear on all Board decisions.


3.9 Where this Charter or the charter of a Board committee requires one or more "independent" directors, the following criteria are to be considered by the Board to determine if the relevant person is independent.  An "independent" director is a non-executive director who is not a member of management and who is free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the independent exercise of their judgement.  When determining the independent status of a director, the Board will consider whether the director:


(a) is a substantial shareholder of the Company (that is, holds 5% or more of the issued voting shares of the Company) or an officer of, or otherwise associated directly with, a substantial shareholder of the Company;


(b) is employed, or has previously been employed, in an executive capacity by the Company or another Group member, and there has not been a period of at least three years between ceasing such employment and serving on the Board;


(c) has within the last three years been a partner, director or senior employee of a material professional adviser or a material consultant to the Company or another Group member, or an employee materially associated with the service provided;


(d) is a material supplier or customer of the Company or other Group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer;


(e) has a material contractual relationship with the Company or another Group member other than as a director of the Company;


(f) has any close family ties with any person who falls within any of the categories described above; or


(g) has been a director of the Company for such a period that his or her independence may have been compromised.


3.10 The Board should regularly assess whether a non-executive director is 'independent' in accordance with the above criteria.


Directors' responsibilities


3.11 Directors are expected to at all times act in accordance with legal and statutory requirements, and discharge all their duties as directors.  Directors must:


(a) discharge their duties in good faith and in the best interests of the Company and for a proper purpose;


(b) act with care and diligence, demonstrate commercial reasonableness in their decision making and act with the level of skill and care expected of a director of a major company, including applying an independent and enquiring mind to their responsibilities;


(c) avoid conflicts of interest except in those circumstances permitted by the Corporations Act;


(d) not make improper use of information gained through their position as a director;


(e) not take improper advantage of their position as a director;


(f) notify other directors of a material personal interest when a conflict arises;


(g) in the case of non-executive directors, disclose to the Board all information that may be relevant for the Board to assess the director's independence;


(h) make reasonable enquiries if relying on information or advice provided by others;


(i) undertake any necessary enquiries in respect of delegates;


(j) give the Company or ASX Limited all the information required by the Corporations Act; and


(k) not permit the Company to engage in insolvent trading.


4. Role and Responsibilities of the Chair and Company Secretary




4.1 The Company has initially appointed an executive Chair who is not independent due to their depth of experience and knowledge of the Group and the industry in which it operates.


4.2 It is intended that any future Chair of the Company will be an independent non-executive director and will be selected on the basis of relevant experience, skill, judgement and leadership abilities to contribute to the effective direction of the Company.


4.3 If at any time the Company has a Chair who is not independent, the Board will consider appointing a lead independent director.


4.4 The Chair is responsible for:


(a) leading the Board in reviewing and discussing Board matters;


(b) chairing Board meetings and shareholder meetings, including, setting the agenda for Board meetings (in consultation with the other directors and the Company Secretary) and ensuring that adequate time is available for discussion of all agenda items;


(c) ensuring the efficient organisation and conduct of the Board’s function;


(d) briefing all directors in relation to issues arising at Board meetings;


(e) facilitating effective contribution by all directors and monitoring Board performance;


(f) promoting constructive and respectful relations between Board members and between the Board and management;


(g) overseeing the role of the Company Secretary, including, reviewing corporate governance matters with the Company Secretary and reporting on those matters to the Board; and


(h) on the advice of the Remuneration and Nomination Committee, establishing and overseeing the implementation of policies and systems for Board performance review and renewal.


Company Secretary


4.5 The Company Secretary acts as secretary of the Board, attending all meetings of the Board as required.  The Company Secretary is accountable directly to the Board, through the Chair on all matters to do with the proper functioning of the Board.


4.6 The Company Secretary is responsible for:


(a) advising the Board and its committees on governance matters;


(b) monitoring that Board and committee policies and procedures are followed;


(c) coordinating the timely completion and despatch of Board and committee papers;


(d) ensuring that the business at Board and committee meetings is accurately captured in the minutes; and


(e) organising and facilitating the induction and professional development of directors and him or herself.


5. Board committees


5.1 Under the Company’s Constitution, the Board may delegate responsibility to committees to consider certain issues in further detail and then report back to and advise the Board.


5.2 The Board has established the following Committees:


(a) the Audit and Risk Committee; and


(b) the Remuneration and Nomination Committee.


5.3 The Company may establish other committees from time to time to consider other matters of special importance.


5.4 Although the Board may delegate powers and responsibilities to these committees, the Board retains ultimate accountability for discharging its duties.


5.5 Standing committees established by the Board will adopt charters setting out the authority, responsibilities, membership and operation of the committee. These charters will identify the areas in which the Board will be assisted by each committee.


5.6 Directors are entitled to attend committee meetings and receive committee papers. Committees will maintain minutes of their meetings and are entitled to obtain professional or other advice in order to effectively carry out their proper functions. The chair of each committee will report back on committee meetings to the Board at the next full Board meeting.


6. Delegation


Delegation to Chief Executive Officer


6.1 The Board has delegated to the Chief Executive Officer the authority to manage the day to day affairs of the Company and the authority to control the affairs of the Company in relation to all matters other than those responsibilities reserved to itself in this Charter.


6.2 The Board may impose further specific limits on the Chief Executive Officer delegations. These delegations of authority will be maintained by the Company Secretary and will be reviewed by the Board from time to time.


6.3 The Chief Executive Officer has authority to sub-delegate to senior management.


Role of Chief Executive Officer


6.4 The management function is conducted by, or under the supervision of, the Chief Executive Officer as directed by the Board, and by other officers to whom the management function is properly delegated by the Board or the Chief Executive Officer.


6.5 The Board approves corporate objectives for the Chief Executive Officer to satisfy and, jointly with the Chief Executive Officer, develops the duties and responsibilities of the Chief Executive Officer, which includes those set out in any employment contract of the Chief Executive Officer.


6.6 The Chief Executive Officer is responsible for implementing strategic objectives, plans and budgets approved by the Board in accordance with the directions of the Board.


Relationship with management


6.7 Directors may delegate their powers as they consider it appropriate including to management of the Group.  However, ultimate responsibility for strategy and control rests with the directors.


6.8 Management are ultimately accountable to the Board.


6.9 Management must supply the Board with information in a form, timeframe and quality that will enable the Board to discharge its duties effectively.  Directors are entitled to request additional information at any time when they consider it appropriate.


7. Meetings


7.1 All Board meetings will be conducted in accordance with the Company’s Constitution and the Corporations Act.


7.2 Directors are committed to collective decision making, but have a duty to question and raise any issues of concern to them.  Matters are to be debated openly and constructively amongst the directors.  Individual directors must utilise their particular skills, experience and knowledge when discussing matters at Board meetings


7.3 Directors must keep Board discussions and resolutions confidential, except where they are required to be disclosed.


7.4 A meeting of the Board will usually be convened by the Chair, although under the Company's Constitution a meeting may be called by any director.


7.5 All directors are expected to diligently prepare for, attend and participate in all Board meetings.


7.6 At a minimum, a quorum of directors under the Company's Constitution is two directors.  Meetings of the Board may be held or participated in by conference call or other electronic communications as permitted by the Company's Constitution.  Resolutions of the Board may be passed by circular resolution or in writing in accordance with the Company's Constitution.


7.7 The Board should assess the information that it receives and the timing of its distribution to ensure the Board has sufficient time to examine the material provided to it for approval.


7.8 Non-executive directors will periodically meet without executive directors or management present.


7.9 The Board may request or invite management or external consultants to attend Board meetings, where necessary or desirable.


8. Remuneration


8.1 The level of non-executive director remuneration will be set by the Remuneration and Nomination Committee.


8.2 The level and nature of remuneration for executive directors and other senior executives of the Company will be set by the Board after receiving and considering the recommendation of the Remuneration and Nomination Committee.


9. Continuous disclosure


9.1 The Board has adopted a policy relating to the continuous disclosure obligations of the Company under the ASX Listing Rules and Corporations Act.  The Company Secretary will oversee the implementation of that policy and will report to the Board on compliance with that policy at each regular meeting of the Board.


10. Confidential information and external communication


10.1 The Board has established the following principles to apply in respect of information of the Group:


(a) all directors are required to keep confidential all information provided to them in their capacity as a director and must not disclose or improperly use such information;


(b) generally, the Chair will speak for the Group, unless the Board has agreed other spokespersons in accordance with the Company's Continuous Disclosure Policy.  Individual Board members are expected not to communicate on behalf of the Board or the Group without prior consultation with the Chair; and


(c) all disclosures of materially price-sensitive information to any person must be approved and made in accordance with the Company's Continuous Disclosure Policy, the ASX Listing Rules and Corporations Act.


11. Conflicts of interest


11.1 The directors of the Company are required to act in a manner which is consistent with the best interests of the Company as a whole, free of any actual or possible conflicts of interest.


11.2 If a director considers that they might be in a position where there is a reasonable possibility of conflict between their personal or business interests, the interests of any associated person, or their duties to any other company and the interests of the Company or their duties to the Company or the Group, the Board requires that the director:


(a) fully and frankly informs the Board about the circumstances giving rise to the conflict; and


(b) unless the Board otherwise determines, abstains from voting on any motion relating to the matter and absents themselves from all Board deliberations relating to the matter, including receipt of board papers bearing on the matter.


11.3 If a director believes that they may have a conflict of interest or duty in relation to a particular matter, the director should immediately consult with the Chair (or, in the case of the Chair, the Chair should immediately consult with the other non-executive directors).


12. Related party transactions


12.1 The Board has delegated to the Audit and Risk Committee responsibility for reviewing and monitoring related party transactions and investments involving the directors and the Group.


13. Independent advice


13.1 A director of the Company is entitled to seek independent professional advice (including, but not limited to, legal, accounting and financial advice) at the Company's expense on any matter connected with the discharge of their responsibilities, in accordance with the procedures and subject to the conditions set out below:

为履行其职责,公司的董事有权根据以下程序和条件获得独立专家建议 (包括但不限于,法律,会计和金融财务建议),费用由公司承担:

(a) a director must seek the prior approval of the Chair (or if the Chair is the relevant director, with the approval of the Board);

董事必须获得董事会主席的事先批准 (如该董事为主席,则应获得董事会的批准);

(b) in seeking the prior approval of the Chair or the Board (as applicable), the director must provide the Chair or the Board (as applicable) with details of:

在申请董事会主席或董事会的事先批准时,该董事必须向董事会主席或董事会 (视情况而定) 提供以下具体信息:

(i) the nature of the independent professional advice;


(ii) the likely cost of seeking the independent professional advice; and


(iii) details of the independent adviser they proposes to instruct;


(c) the Chair or the Board (as applicable) may set a reasonable limit on the amount that the Company will contribute towards the cost of obtaining such advice;

董事会主席或董事会 (视情况而定) 可以设定取得该建议公司所承担部分的预算限制;

(d) all documentation containing or seeking independent professional advice must clearly state that the advice is sought both in relation to the Company and the director in their personal capacity.  However, the right to advice does not extend to advice concerning matters of a personal or private nature, including for example, matters relating to the director's contract of employment with the Company (in the case of an executive director) or any dispute between the director and the Company; and


(e) unless the Chair or the Board (as applicable) otherwise determines, any advice received by an individual director will be circulated to the remainder of the Board.

除董事会主席或董事会 (视情况而定) 另行决定外,一名董事获得的任何建议将向其他董事会成员传阅。

13.2 All directors are entitled to the benefit of the Company’s standard Deed of Access, Indemnity and Insurance which provides ongoing access to Board papers and, at the Company’s expense, Directors and Officers insurance for seven years after the director leaves the Board.


14. Access to management


14.1 The directors have complete and open access to management following consultation with the Chair and Chief Executive Officer.


15. Board Charter


15.1 The Board is responsible for reviewing the effectiveness of this Charter to determine its appropriateness to the needs of the Company from time to time and approving any amendments to this Charter.


Code of Conduct


Gold Green Real Estate Group Limited

1. Application


1.1 Gold Green Real Estate Group Limited (Company) and its subsidiaries (collectively, the Group) are committed to high standards of corporate governance and professional behaviour. This Code of Conduct (Code) outlines those standards that govern the activities of the Group.

Gold Green Real Estate Group Limited(简称“公司”)及其子公司(简称“集团”)承诺建立高水平的公司治理和专业行为准则。本行为准则(简称“准则”)描述了本集团活动应遵守的标准。

1.2 This Code applies to all executive and non-executive directors, officers, employees, consultants, advisers and contractors of the Group (collectively, Employees).  This Code applies to Employees at any time when business is conducted on and/or away from an Employee's principal place of employment and in all of the Group's workplaces.


2. Reasons for this Code


2.1 The Group is committed to delivering strong returns and shareholder value while also promoting shareholder and general market confidence in the Group.  The objectives of this Code are to ensure that:


(a) high standards of corporate and individual behaviour are observed by all Employees in the context of their employment or engagement with the Group;


(b) Employees are aware of their responsibilities to the Group under their contract of employment and always act in an ethical and professional manner; and


(c) all persons dealing with the Group, whether it be Employees, shareholders, suppliers, customers or competitors, can be guided by the stated values and practices of the Group.


2.2 The Group is committed to complying with this Code and expects that all Employees comply fully with it.  Employees should at all times comply with both the spirit as well as the letter of all laws which govern the operation of the Group and the principles of this Code.  Further, Employees should always use due care and diligence when fulfilling their role or representing the Group and should not engage in any conduct likely to bring discredit upon the Group.


3. Conduct expected of Employees


3.1 All Employees should:




(a) act honestly and in good faith at all times and in a manner which is in the best interests of the Group as a whole;


Conflicts of interest


(b) conduct their personal activities in a manner that is lawful and avoids conflicts of interest between the Employee’s personal interests and those of the Group and its customers. Where there is a potential conflict, the Employee should report that conflict to their manager, the Company Secretary or a relevant adviser;


Corporate opportunities


(c) not take advantage of property, information or position, or opportunities arising from these, for personal gain or to compete with the Group;




(d) restrict the use of non-public information (whether specific to the Group or entrusted to it by others) except where disclosure is authorised or legally required;


(e) not make improper use of any information acquired by virtue of being an Employee, including the use of that information for personal gain or the gain of another party or in breach of a person’s privacy;


Trading in securities


(f) comply with the Company's Securities Trading Policy when trading in securities, including trading in securities of the Company.  The purpose of the Securities Trading Policy is to ensure compliance with the law and to minimise the scope for misunderstandings or suspicions regarding Employees trading in securities while in possession of non-public price sensitive information;


Responsibilities to key stakeholders


(g) always deal with shareholders, clients, customers, suppliers, competitors and other Employees in a manner that is lawful, diligent and fair and with honesty, integrity and respect;


Protection and proper use of the Group’s assets and property


(h) ensure that the Group’s assets and property (including intellectual property) are protected and only used for authorised and legitimate business purposes;


Anti-bribery and gifts


(i) always comply with laws against bribery, corruption and related conduct applying to the Group in all the jurisdictions where the Group operates;


(j) not offer any unlawful inducements, secret commissions or bribes to further the Group's business interests, and not accept any money or opportunity or other benefit that could be interpreted as an unlawful inducement, secret commission or bribe;


(k) exercise care in accepting hospitality, entertainment or gifts over and above that required for the normal conduct of the business or which might compromise the Employee's impartiality;


Dealings with politicians and government officials


(l) conduct any dealings with politicians and government officials which relate to the Group and its business activities at arm's length with the utmost professionalism;


(m) not make any donation or other financial contribution to any political party or candidate for an election or sponsor any organisations (other than in a purely personal capacity) without seeking and obtaining prior approval from the Company Secretary;




(n) must respect and safeguard the privacy of personal information held by the Group regarding its clients, customers, suppliers, employees and others;


Compliance with laws and regulations


(o) always act in a manner that is in compliance with all applicable laws and regulations.  In addition, it is expected that all Employees will act in compliance with this Code and the Group's other policies as in force from time to time; and


(p) report any actual or potential breaches of the law, this Code or the Group's other policies to their manager or the Company Secretary or a relevant adviser.  If ever in doubt, Employees should seek advice immediately.


4. Employment practices


4.1 The Group aims to provide a work environment in which all Employees can excel regardless of race, religion, age, disability, gender, sexual preference or marital status.  In order to ensure that this occurs, the Group will from time to time maintain various policies relating to the workplace.  Employees should familiarise themselves with such policies and ensure that they comply with them.


5. Accounting policies and disclosure


5.1 The Group is committed to delivering to shareholders and the market accurate, timely and up-to-date information within both the letter and spirit of the Listing Rules of the Australian Securities Exchange, all relevant laws and applicable accounting standards.


6. Whistleblower protection


6.1 The Group actively promotes and encourages ethical behaviour and protection for those who report violations in good faith.  The Group will ensure that Employees are not disadvantaged in any way for reporting actual or suspected violations of this Code or other unlawful or unethical conduct and that matters are dealt with promptly and fairly.


7. Compliance with this Code


7.1 The Company Secretary in conjunction with the Audit and Risk Committee has responsibility for monitoring and ensuring compliance with this Code, including the conduct of regular reviews of operations and general compliance.


7.2 Failure to comply with this Code is considered a very serious matter, may breach the law and, in the case of any employees, result in disciplinary action including termination of employment.  In the case of contractors, a breach may result in termination or non-renewal of contractual arrangements.


8. Questions


8.1 For questions about the operation of this Code, please contact the Company Secretary.


Continuous Disclosure Policy


Gold Green Real Estate Group Limited

1. Introduction


1.1 Gold Green Real Estate Group Limited (Company) has adopted this Continuous Disclosure Policy (Policy) to ensure that it complies with its disclosure obligations under the Corporations Act 2001 (Cth) (Corporations Act) and the Listing Rules of the Australian Securities Exchange (ASX).

Gold Green Real Estate Group Limited(简称“公司”)制定实施本持续披露和外部交流政策(简称“政策”)以确保其遵守《澳大利亚联邦公司法(2001年)》(简称“公司法”)和《澳大利亚证券交易所(简称“澳交所”)上市规则》所规定的披露义务。

1.2 This Policy applies to all executive and non-executive directors, officers, employees, consultants (collectively, Employees) of the Company and its subsidiaries.


1.3 Although this Policy relates to disclosure to ASX, the information which is material to the Company could arise in any country where the Company conducts business.


2. Company's Disclosure Obligations


2.1 The Company is listed on ASX and must comply with the continuous disclosure obligations in the ASX Listing Rules.  These obligations have the force of law under the Corporations Act.


2.2 The main ASX disclosure requirement is set out in ASX Listing Rule 3.1, which essentially requires the Company to immediately (meaning, "promptly and without delay") disclose to the market any information concerning the Company of which it is or becomes aware of and which a reasonable person would expect to have a material effect on the price or value of securities of the Company.  Disclosure is made by making an announcement to the ASX.


2.3 Information will be taken to have a material effect on the price or value of the Company's securities if it would be likely to influence investors in deciding whether to buy, hold or sell the Company's securities if the information became public.  This type of information is referred to as "price sensitive information".


2.4 Materiality is assessed using measures appropriate to the Company and having regard to the examples given by ASX in ASX Listing Rule 3.1.


2.5 Materially price sensitive information must be immediately disclosed to ASX unless it falls within the scope of the limited confidentiality exemption contained in ASX Listing Rule 3.1A.


2.6 Furthermore, anyone who uses or communicates materially price sensitive information may breach the insider trading provisions in Part 7.10 of the Corporations Act.  Employees should also comply with the Company's Securities Trading Policy.


3. Disclosure Committee


3.1 The Company should establish a Disclosure Committee.


3.2 The members of the Disclosure Committee may vary from time to time, but will consist of at least one member of senior management in addition to the Company Secretary.


4. Compliance approach


4.1 The Company takes its disclosure obligations seriously and seeks to comply with the spirit as well as the letter of the ASX requirements.


4.2 This Policy emphasises a pro-active approach to continuous disclosure.  Notwithstanding the establishment of the Disclosure Committee, all Employees are required to notify the Company Secretary or other member of the Disclosure Committee if they believe there is material information which requires disclosure and are encouraged to approach the Company Secretary or other member of the Disclosure Committee if they have any queries about what information should be disclosed to ASX.  The objective is to create a culture of openness which is conducive to the fulfilment of the Company's disclosure obligations.


5. Material information must be reported


5.1 It is imperative that all material information be reported to the Company Secretary or other member of the Disclosure Committee.  However, the Disclosure Committee should also consider whether the material information could fall within the scope of the ASX Listing Rule 3.1A exemption.


6. Exceptions to disclosure of information


6.1 Under ASX Listing Rule 3.1A, certain material information does not need to be disclosed if each of the following paragraphs (a), (b) and (c) is satisfied in relation to the information:


(a) one or more of the following conditions apply:


(i) it would be a breach of the law to disclose the information; or


(ii) the information concerns an incomplete proposal or negotiation; or


(iii) the information comprises matters of supposition or is insufficiently definite to warrant disclosure; or


(iv) the information is generated for internal management purposes of the Company; or


(v) the information is a trade secret; and


(b) the information is confidential and ASX has not formed the view that the information has ceased to be confidential; and


(c) a reasonable person would not expect the information to be disclosed.


6.2 If a member of the Disclosure Committee believes that certain material information falls within the ASX Listing Rule 3.1A exemption, they should specify exactly why they consider it meets the criteria set out in (a), (b) and (c) above.


Maintaining confidentiality


6.3 If certain material information is being withheld from immediate disclosure on the basis that it is confidential, then it is important that all necessary steps be taken to ensure that the information remains confidential.  This includes ensuring that it is not disclosed to third parties except on the basis of a written confidentiality undertaking.


7. Disclosure Roles and Responsibilities


Disclosure Committee


7.1 The role of Disclosure Committee is to manage the Company’s compliance with its disclosure obligations and this Policy.  Subject to any direction given by the Board, its responsibilities will include:


(a) seeking to ensure that the Company complies with its disclosure obligations;


(b) assessing the possible materiality of information which is potentially price sensitive;


(c) making decisions on information to be disclosed to the market;


(d) referring any announcement which the Disclosure Committee considers to be a matter of key significance to the Board for consideration, except where the Board has delegated to the Disclosure Committee the authority to approve and release announcements;


(e) seeking to ensure that announcements are made in a timely manner, are not misleading, do not omit material information and are presented in a clear, balanced and objective way;


(f) reviewing the Company’s periodic disclosure documents and media announcements before release to the market; and


(g) periodically monitoring disclosure processes and reporting the effectiveness of this Policy.


7.2 Without limiting the above, the Board may from time to time determine that certain disclosure matters are to be brought to it for review (for example, disclosures in relation to strategic or important initiatives).


Company Secretary


7.3 The Company has appointed the Company Secretary as the person responsible for communication with ASX in relation to Listing Rule matters and also for the general administration of this Policy.


7.4 The Company Secretary’s responsibilities include:


(a) seeking to ensure that ASX is immediately notified of any information which needs to be disclosed;


(b) reviewing Board papers and other information referred to the Company Secretary for events that the Company Secretary considers may give rise to disclosure obligations;


(c) maintaining a record of discussions and decisions made about disclosure issues by the Board and a register of announcements made to ASX; and


(d) being the liaison between the Disclosure Committee, the Board and the ASX in relation to matters of disclosure.


7.5 The Company Secretary will also communicate significant amendments made by the Board to this Policy to the Disclosure Committee and relevant Employees.


7.6 The Disclosure Committee and other Employees should feel free to contact the Company Secretary if they have any questions about the Policy.


8. Disclosure matters generally


Inform ASX first


8.1 The Company will not release any information publicly that is required to be disclosed through ASX until the Company has received formal confirmation of its release to the market by ASX.


8.2 Information must not be given to the media or others before it is given to ASX, even on an embargo basis.


Dealing with analysts


8.3 The Company must ensure that it does not give analysts or other select groups of market participants any material price sensitive non-public information at any time, for example, during analyst briefings, answering analysts’ questions or reviewing draft analyst research reports.  It is permissible to clarify or correct any errors of interpretation that analysts make concerning already publicly available information, but only to the extent that the clarification or correction does not itself amount to giving the analyst material non-public information (such as correcting market expectations about profit forecasts).


8.4 In order to preserve transparency and confidence in the Company's disclosure practices, all information given to analysts at a briefing, such as presentation slides, should also be given to the Company Secretary for immediate release to ASX and posted on the Company's website.  The information must always be released to ASX before it is presented at the briefing.  


8.5 Slides from other public speeches by a director or senior manager of the Company, such as at an industry seminar, which relate to the Company or its business should also be made available in this way to allow the Company Secretary to consider if it contains new material price sensitive information which should be disclosed.


8.6 All dealings with analysts should be carefully monitored by those Employees participating in such dealings to ensure that material non-public information is not inadvertently disclosed, and if this occurs the Company must immediately disclose that information to ASX.  


Authorised Company spokespersons


8.7 The only people authorised to speak publicly on behalf of or in relation to the Company (i.e. to make public verbal statements in respect of the Company) are:


(a) the Chair;


(b) the Chief Executive Officer; and


(c) any person who is expressly authorised in writing by the Board.  


8.8 This requirement applies in respect of all enquiries by the media, analysts and shareholders.  


8.9 All enquiries by regulators should be passed on to the Company Secretary immediately.


Market speculation and rumours


8.10 In general, the Company does not respond to market speculation and rumours except where:


(a) the speculation or rumours indicate that the subject matter is no longer confidential and therefore the exception to disclosure set out in the ASX Listing Rules no longer applies;


(b) ASX formally requests disclosure by the Company on the matter; or


(c) the Disclosure Committee or Board considers that it is appropriate to make a disclosure in the circumstances.


8.11 Only authorised company spokespersons may make any statement on behalf of the Company in relation to market rumours or speculation.  If an Employee becomes aware of any market speculation or rumours of which the Company Secretary or other member of the Disclosure Committee may not be aware, these should be reported to the Company Secretary or other member of the Disclosure Committee immediately.


False market


8.12 If ASX considers that there is, or is likely to be, a false market in the Company’s securities and asks the Company to give it information to correct or prevent a false market, the Company must give ASX the information needed to correct or prevent the false market.


Trading halts


8.13 In certain circumstances, the Company may need to request a trading halt from the ASX to maintain the efficient trading of its securities.  The Board will make all decisions in relation to trading halts and, unless otherwise approved by the Board, the Company Secretary is the only person authorised to request a trading halt on behalf of the Company.




8.14 All company announcements will be posted on the Company's website immediately after they are released to ASX.


9. Breaches


9.1 It is important that the Company complies with its continuous disclosure obligations.  Failure to comply with the disclosure obligations in this Policy may lead to a breach of the Corporations Act or ASX Listing Rules and to personal penalties for directors and officers.  Accordingly, it is incumbent upon all Employees to comply with this Policy.


9.2 Breaches of this Policy will be viewed seriously and may lead to disciplinary action being taken against the relevant Employee.  In serious cases, such action may include dismissal.  Any Employee who becomes aware of a violation of this Policy should immediately report the violation to the Company Secretary.


10. Review of Policy


The Disclosure Committee may review this Policy from time to time and report to the Board any changes it considers should be made.  This Policy may be amended by resolution of the Board.


11. Questions


11.1 For questions about the operation of this Policy or its application in any particular situation, please contact the Company Secretary.


Diversity Policy


Gold Green Real Estate Group Limited

1. Overview


1.1 Gold Green Real Estate Group Limited (Company) is committed to establishing and maintaining an inclusive workplace that embraces and promotes Diversity.  This Diversity Policy (Policy) sets out the Company's commitment to Diversity and inclusion in the workplace and provides a framework to achieve the Group's diversity goals.

Gold Green Real Estate Group Limited(简称“公司”)致力于建立并且维持具有包容性及促进多元化的工作场所。本多元化政策(简称“本政策”)列出了公司对工作场所内包含促进多元化的意愿和承诺,并为达到集团多元化的目标而提供框架。

1.2 The Company recognises the strategic and personal advantages that arise from a workplace where decisions are based on merit and where all Employees are treated equally.


2. Definitions


2.1 In this Policy, unless the context otherwise requires:


ASX means ASX Limited (ABN 98 008 624 691) or the financial market conducted by ASX Limited, as the context requires.

澳交所是指澳交所有限公司(ABN 98 008 624 691)或者澳交所有限公司所运行的金融市场,视情况而定。

Board means the board of directors of the Company.


Diversity includes, but is not limited to, differences that relate to gender, age, ethnicity, disability, sexual orientation and gender identity, religion, cultural background, personality, marital and family status, carer responsibilities and location.


Employee means a person who is an employee, officer, or director of the Group.


Group means the Company and its subsidiaries.


3. Who does this Policy apply to?


3.1 This Policy applies to the Company's Board as a whole, and to all Employees individually.


4. Benefits of this Policy


4.1 The Company has adopted this Policy to acknowledge and appreciate the positive outcomes that can be achieved through the diverse range of abilities and perspectives that Employees bring to the Group through their Diversity.


4.2 The Company understands that organisational performance is linked to an inclusive environment that embraces and promotes Diversity.


4.3 This Policy is specifically designed to assist the Company to reach its strategic goals by:


(a) ensuring that all Employees are treated with equality and respect;


(b) facilitating employment opportunities based on appropriate recruitment processes of considering a range of employees and attracting, rewarding and retaining staff with a diverse range of skills and experience;


(c) developing flexible workplace practices to recognise and meet the diverse needs of Employees;


(d) building and maintaining a safe and open workplace;


(e) contributing to the community by fostering a culture of acceptance and teamwork; and


(f) meeting the Company's obligations under the ASX Corporate Governance Principles and Recommendations.


5. Objectives


5.1 The Board will establish Diversity related measurable targets (Measurable Objectives) on an annual basis to identify ways in which gender diversity and other appropriate aspects of Diversity can be achieved and measured.


5.2 The Measurable Objectives are to include, at a minimum, the Company's objectives for achieving gender diversity.


5.3 The Board will assess annually the Measurable Objectives and the Group's progress in achieving them.


6. Responsibilities


6.1 The Board has responsibility to:

6.2 董事会具有以下责任:

(a) oversee this Policy including the review of its appropriateness and effectiveness;


(b) encourage and promote any other initiatives, policies and processes appropriate from time to time to encourage and promote Diversity;


(c) annually set and review the Measurable Objectives;


(d) annually assess the Company's progress towards achieving the Measurable Objectives; and

每年审查公司达成衡量指标的进度; 及

(e) ensure compliance with the ASX Corporate Governance Principles and Recommendations in respect of Diversity.


7. Publication of this Policy and the Company's progress


7.1 This Policy will be available on the Company's website.


7.2 The Company will provide information its annual report regarding:


(a) key features of this Policy;


(b) the Measurable Objectives and the Company's progress towards achieving them; and

衡量指标及公司达标的进度; 以及

(c) the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation.


8. Employee rights and obligations


8.1 This Policy is aspirational, and does not form part of an Employee's terms of employment, appointment or engagement with the Group. A departure from the Policy or a failure to meet Measurable Objectives may result in reporting obligations for the Company, but is not intended to create direct legal obligations between the Group and Employees.


8.2 This Policy is not to be used by the Group, or any Employee, to justify conduct which is contrary to any anti-discrimination or equal employment opportunity laws in any jurisdiction.


Remuneration and Nomination Committee Charter


Gold Green Real Estate Group Limited

1. Introduction


1.1 The Remuneration and Nomination Committee (Committee) has been established as a committee of the board of directors (Board) of Gold Green Real Estate Group Limited (Company).

薪酬与提名委员会(简称“委员会”)是由Gold Green Real Estate Group Limited(简称“公司”)的董事会设立的董事委员会。

1.2 This Charter sets out the role, authority, responsibilities, composition and procedural requirements of the Committee.


2. Role and objectives


2.1 The Committee's role and objectives are to support and advise the Board in fulfilling its responsibilities to shareholders and employees of the Company, by:


(a) endeavouring to ensure that:


(i) the directors and senior executives of the Group are remunerated fairly and appropriately;


(ii) the remuneration policies and outcomes of the Group strike an appropriate balance between the interests of the Company's shareholders, and rewarding and motivating the executives and employees in order to secure the long term benefits of their energy and loyalty;


(iii) the human resources policies and practices are consistent with and complementary to the strategic direction and objectives of the Group as determined by the Board;


(iv) short and long term incentives are challenging and linked to the creation of sustainable shareholder returns; and


(v) any termination benefits are justified and appropriate;


(b) reviewing and advising the Board on the composition of the Board and its Committees and the necessary and desirable competencies of Board members;


(c) developing a process for the evaluation of the performance of the Board, its committees and individual executive and non-executive directors;


(d) ensuring that proper succession plans for Board members and senior executives are in place for consideration by the Board; and


(e) advising the Board on induction and continuing professional development programs for directors.


2.2 In order to fulfil its responsibilities, the Committee will have the right:


(a) to obtain information from management; and


(b) to seek advice from external consultants or specialists where the Committee considers that necessary or appropriate to allow the Committee to make its determinations or recommendations to the Board.


3. General remuneration responsibilities


3.1 In relation to its remuneration function, the Committee is required to review and make recommendations to the Board about (where applicable):


(a) the terms of remuneration for the executive and non-executive directors and other senior executives of the Group from time to time including the criteria and processes for assessing performance;


(b) the process for, and report to the Board on the outcomes of, remuneration reviews for:


(i) each non-executive director;


(ii) the executives collectively; and


(iii) each executive director and other senior executives of the Company;


(c) changes in remuneration, recruitment, retention and termination policies and practices, including superannuation and other benefits, personnel practices, and industrial relations strategies;


(d) compliance with relevant legal and regulatory requirements in relation to any such remuneration, equity plans and termination benefits, including obtaining any shareholder approvals which are necessary;


(e) employee equity plans and allocations under those plans;


(f) the disclosure of remuneration strategies, policies and practices within the Group and, if necessary to the Australian Securities Exchange (ASX) and other regulatory authorities;


(g) the preparation and approval of the remuneration report to be included in the Annual Report in accordance with the Corporations Act 2001 (Cth);


(h) facilitating shareholder and other stakeholder engagement in relation to the Company’s remuneration strategies, policies and practices; and


(i) whether there is any gender or other inappropriate bias in remuneration for directors, senior executives or other employees.


4. Specific remuneration responsibilities


4.1 In order to fulfil its responsibilities relating to remuneration, the Committee will (where applicable):


Executive remuneration generally


(a) review and evaluate market practice and trends in remuneration matters;


(b) review and make recommendations to the Board regarding executive remuneration generally including, but not limited to, base pay, incentive payments, equity awards and service contracts;


(c) consider whether to seek shareholder approval of the executive remuneration and, if shareholder approval is not required, whether to disclose any specific remuneration terms (such as termination payments) to ASX;


(d) oversee the implementation of executive remuneration within the Group;


Executive directors and senior management


(e) review and make recommendations to the Board on the specific remuneration for each executive director (including base pay, incentive payments, equity awards, termination payments and service contracts), determine whether any shareholder approvals are required and ensure that any equity-based executive remuneration is made in accordance with shareholder approvals;


(f) review and make recommendations to the Board regarding the specific remuneration (including base pay, incentive payments, equity awards, termination payments and service contracts) for each senior executive of the Company;


Non-executive director remuneration


(g) review and establish the level of remuneration for non-executive directors, including fees, superannuation and other benefits.  The level of director remuneration is to be set so as to attract the best candidates for the Board while maintaining a level commensurate with boards of similar size and type;


(h) where necessary recommend that the Board seek an increase in the amount of remuneration for non-executive directors approved by shareholders;


(i) consider if any equity based remuneration is appropriate for non-executive directors;


Equity based and long term incentive plans (LTIs)


(j) review, at least annually, and make recommendations to the Board regarding the design of all equity based and/or LTI plans;


(k) keep all plans under review in the light of legislative, regulatory and market developments and make recommendations to the Board regarding proposed amendments to any such plans;


(l) for each such plan, determine each year whether awards will be made under that plan;


(m) review and make recommendations to the Board regarding proposed aggregate and individual awards under each plan, including determining the applicable eligibility criteria and vesting and exercise conditions;


(n) review and make recommendations to the Board regarding the administration and allocation of individual interests in awards which are held in a trust or similar structure;


(o) review and make recommendations to the Board regarding performance hurdles for such plans, if appropriate;


(p) administer the operation of the plans, including determining disputes and resolving questions of fact or interpretation concerning the plans;


Short term incentives


(q) review, at least annually, and make recommendations regarding short term incentives, performance targets and bonus payments for executives, management, employees and contractors; and


Performance reviews


(r) review and report to the Board on the performance of executive directors, non-executive directors and senior executives.


5. Nomination responsibilities


5.1 In relation to its nomination function, the Committee is required to:


(a) develop and implement processes for the evaluation of the performance of the Board, its Committees and individual executive and non-executive directors and regularly review those processes;


(b) establish criteria for Board membership;


(c) review and make recommendations to the Board regarding the size and composition of the Board;


(d) develop and review the process for the selection, appointment and re-election of directors;


(e) establish a skills matrix setting out the mix of skills and diversity the Board has or is looking to achieve;


(f) periodically assess the skills, experience and expertise required to discharge the Board's duties, having regard to the strategic direction of the Company, and make recommendations to the Board about the necessary and desirable competencies of directors, the time expected to be devoted by non-executive directors in relation to the Company's affairs, and plans for enhancing director competencies;


(g) identify and make recommendations to the Board for the appointments of new Board candidates having regard to the policy stated in section 7 below;


(h) inform the Board of the names of directors who are retiring in accordance with the provisions of the Company's Constitution and make recommendations to the Board as to whether the Board should support the re-nomination of that retiring director;


(i) establish and facilitate an induction program for new directors with all such information and advice which may be considered necessary or desirable for the director to commence their appointment to the Board, including information and advice regarding:


(i) the Company's financial, strategic, operational and risk management position;


(ii) the rights, duties and responsibilities of the directors;


(iii) the roles and responsibilities of senior executives; and


(iv) the role of Board committees;


(j) develop and review continuous professional development programs for directors in order to enhance director competencies and develop and enhance directors' skills and knowledge on key developments effecting the Group and the industry in which it operates;


(k) review nomination practices against measurable objectives for achieving gender diversity;


(l) identify any specific responsibilities of individual Board members, including the Chair;


(m) review the time required to be committed by non-executive directors to properly fulfil their duties and whether non-executive directors meet these requirements;


(n) assist the Board in assessing the independence of each non-executive director;

(o) review succession planning for Board members and provide advice to the Board on whether succession plans are in place to maintain an appropriate balance of skills, experience, expertise and diversity on the Board;


(p) review succession planning for the Chief Executive Officer and other key executives of the Group;


(q) review the performance of the Chair and report results of the evaluation to the Board; and


(r) review the membership and performance of other Board committees and make recommendations to the Board.


6. Board approvals


6.1 Before implementing any of the following proposals the Board will request the Committee to review the proposal and make a recommendation to the Board in relation to it:


(a) any change to the remuneration or contract terms of the executive directors and any other senior executives of the Company;


(b) any amendment to any short term incentive scheme adopted by the Company and allocation of sums under the short term incentive scheme to directors and senior executives;


(c) the design of any new equity or share plan or executive incentive or option plan, or the amendment of any existing equity or share plan or executive incentive or option plan;


(d) the total level of award proposed from equity or share plans or executive incentive or option plans; and


(e) any proposed termination payment to the executive directors and any other senior executives of the Company which has not been previously reviewed and recommended by the Committee.  A termination payment to any other departing executive must be reported to the Committee at its next meeting.


7. Selection and appointment of new directors


7.1 Factors to be considered when reviewing a potential candidate for appointment as a director include:


(a) the skills, experience, expertise and personal qualities that will best complement Board effectiveness;


(b) the existing composition of the Board, having regard to the objective that the Board should comprise a mix of executive and non-executive directors and comprise directors with a broad range of skills, knowledge, expertise and experience from a diverse range of backgrounds;


(c) the capability of the candidate to devote the necessary time and commitment to the role (this involves a consideration of matters such as other board or executive appointments);


(d) potential conflicts of interest;


(e) the independence of the candidate, with reference to the criteria for an independent director set out in the Board Charter; and

参照董事会章程所设立的独立董事标准所确定的候选人的独立性; 及

(f) the Board's commitment to promoting diversity on the Board.


7.2 Detailed background information in relation to a potential candidate should be provided to all directors.


7.3 Appropriate checks should be undertaken before appointing a potential candidate or putting forward a candidate to shareholders for approval, which should include checks as to the person's character, experience, education, criminal record and bankruptcy history.


7.4 The identification of potential candidates may be assisted by the use of external search organisations as appropriate.


7.5 The Committee will report to the Board outlining the following details of the director selection process:


(a) the process by which candidates are identified and selected, including whether an external search organisation was used and their recommendations; and


(b) the factors taken into account in the selection process, and the reasons why the Committee is recommending the appointment of the candidate as a director.


7.6 A written agreement will be entered into for each director and senior executive setting out the terms of their appointment.


8. Composition


8.1 The Committee will comprise a minimum of three members, the majority of whom should be non-executive and independent directors.


8.2 The Committee will initially comprise a minimum of three members, a majority of whom should be independent non-executive directors.


8.3 If the Chair of the Board is an independent director, the Chair of the Board will be the Chair of the Committee.


8.4 Otherwise, the Board will nominate the Chair of the Committee from time to time.  The Chair of the Committee must be an independent director.  


9. Procedural requirements


9.1 The Committee will meet as required but not less than twice a year.


9.2 A quorum of the Committee will comprise two members, one of whom must be the Chair or, in the absence of the Chair, another independent director.  


9.3 If the Chair is absent from a meeting and no acting Chair has been appointed, the members present may choose one of them to act as Chair for that meeting.


9.4 Meetings of the Committee may be held or participated in by conference call or similar means, and decisions may be made by circular or written resolution.


9.5 Each member of the Committee will have one vote.


9.6 The Chair will not have a casting vote.  If there is a tied vote, the motion will lapse.


9.7 A member must not be present for discussions at a Committee meeting on, or vote on a matter regarding, their own election, re-election, removal, remuneration or a specific remuneration policy that affects them.  However, a member who is a non-executive director may be present and vote in relation to the remuneration of all non-executive directors.


9.8 Any member of the Committee may, with the Chair's prior approval, invite any non-member to attend and participate in a meeting of the Committee.  Any such invitee will not have any vote.


9.9 Following each meeting the Chair will report to the Board on any matter that should be brought to the Board's attention, and on any recommendation of the Committee that requires Board approval or action.


9.10 Minutes of meetings of the Committee will be prepared for approval by the Committee and circulated to the members of the Board.


9.11 The Company Secretary will attend all Committee meetings and provide such assistance as may be required by the Chair in relation to preparation of the agenda, minutes or papers for the Committee.


9.12 The Committee may have access to such internal resources, and seek such advice from any external advisers, consultants or specialists, as it may consider necessary or desirable to fulfil its objectives.  


9.13 The Chair or, if the Chair is not available, a Committee member should attend the Annual General Meeting of the Company and be available to answer any questions from shareholders about the Committee’s activities or, if appropriate, the Company’s remuneration arrangements.


10. Annual review


10.1 The Committee will prepare and provide to the Board annually:


(a) a self-evaluation of its performance against its Charter, goals and objectives;


(b) recommended goals and objectives for the coming year; and


(c) recommended changes or improvements to its Charter if necessary.


10.2 The annual review may be done by way of an oral report to the Board by the Chair of the Committee.


11. Revisions of this Charter


11.1 The Committee is responsible for reviewing the effectiveness of this Charter and the operations of the Committee and to make recommendations to the Board of any amendments.


11.2 Any amendment to this Charter must be approved by the Board.


Securities Trading Policy


Gold Green Real Estate Group Limited

1. Application


1.1 This Securities Trading Policy (Policy) sets outs the Company's policy on Trading in Shares or related Securities of the Company.


Reasons for this Policy


1.2 The Company has adopted this Policy to regulate Trading by Employees in the Company's Securities.


1.3 All Employees are required to conduct their personal investment activity in a manner that is lawful and avoids conflicts of interest between the Employee's personal interests and those of the Group.  The Company is also keen to promote shareholder and general market confidence in the Group.


1.4 This Policy is specifically designed to:


(a) raise awareness and minimise any potential for breach of the prohibitions on insider trading contained in Part 7.10 of the Corporations Act - see section 4 for further details; and


(b) meet the Company's obligations under the ASX Listing Rules to maintain a Securities Trading Policy.


Who does this Policy apply to?


1.5 This Policy applies to all Employees of the Company and the Group.


2. Definitions and interpretation




2.1 In this Policy, unless the context otherwise requires:


ASX means ASX Limited (ABN 98 008 624 691) or the financial market conducted by ASX Limited, as the context requires.

澳交所指澳交所有限公司(ABN 98 008 624 691)或者澳交所有限公司所运行的金融市场,视情况而定;

ASX Listing Rules means the listing rules of ASX applicable to the Company from time to time.


Board means the board of directors of the Company.


Closed Period means any time other than during a Trading Window.


Company means Gold Green Real Estate Group Limited (ACN 621 267 203).

公司指Gold Green Real Estate Group Limited (ACN 621 267 203).

Corporations Act means the Corporations Act 2001 (Cth).


Director means any director of the Company.


Employee means a person who is an employee, officer or director of the Company or the Group and includes the Senior Executives.


Exceptional Circumstances means circumstances which the Chair (or the Chief Executive Officer or lead independent director of the Company in the case of proposed Trading by the Chair) decides are so exceptional that the proposed Trading of Securities is the only reasonable course of action available, which can include the circumstances set out in section 7.1.


Group means the Company and its controlled entities.


Prohibited Period means any Closed Period and any additional period from time to time when the Chair or Board impose a prohibition on Trading.


Shares means ordinary shares of the Company.


Securities includes Shares, options, performance rights and other securities issued by the Company which are convertible into Shares, as well as financial products issued or created over Shares by third parties, including structured financial products, swaps, futures contracts, contracts for differences, spread bets, options, warrants, depositary receipts or other derivatives over or related to the performance of Shares.


Senior Executives means:


(a) the Chief Executive Officer and Chief Financial Officer;


(b) all direct reports to the Chief Executive Officer;


(c) any other person who is one of the Group's key management personnel (as defined in AASB 124 Related Party Disclosures), including those persons identified as key management personnel in the Company's most recent Annual Report; and

任何其他集团的关键管理人员(如《澳洲会计准则第124条 - 关联方披露》中所定义),包括在公司最近的《年度报告》中被认定为关键管理人员的人士,以及;

(d) any other Employee who has been notified that the Board designates them as a Senior Executive for the purposes of this Policy.


Trade or Trading means:


(a) buying or selling Securities;


(b) entering into an agreement to buy or sell Securities; or


(c) exercising options, rights or awards to acquire Securities.


Trading Window means any period specified in clauses 3.5 to 3.7.




2.2 In this Policy, a reference to writing includes writing delivered by email.


3. Trading Windows


Trading may occur only during Trading Windows


3.1 All Trading in Securities by Employees must be in accordance with this Policy and generally will only be permitted during Trading Windows and must not occur during any Prohibited Period.


3.2 No Trading in Securities may occur outside of Trading Windows without the prior written permission of the Chair (or an officer of the Company designated by the Chair), unless an exception in section 3.8 applies.  Permission to sell (but not purchase) Securities will ordinarily only be granted in Exceptional Circumstances and only in the event that the person involved is not in possession of inside information affecting Securities.  Requests for permission should generally be made through the Company Secretary.  Refer to section 7 for further details.


When is Trading during a Trading Window prohibited?


3.3 Even if the Trading Window is open, the laws prohibiting insider trading continue to apply to Employees so that they must not trade if they possess any inside information. Refer to section 4 of this Policy for further details.


3.4 Employees are prohibited from:


(a) (short term trading) other than when an Employee exercises employee options or performance rights to acquire Shares at the specified exercise price, Trading in Securities (or an interest in Securities) on a short-term trading basis.  Short-term trading includes buying and selling Securities within a 12 month period, and entering into other short-term dealings (e.g. forward contracts);


(b) (hedging unvested awards) entering into transactions or arrangements, including by way of derivatives or similar financial products, which operate to limit the economic risk of an Employee's holdings of unvested Securities granted under an employee incentive plan; or


(c) (short positions) Trading in Securities which enable an Employee to profit from or limit the economic risk of a decrease in the market price of Shares.


When are the Trading Windows?


3.5 The Trading Windows during which Employees will be permitted to Trade Securities will be notified by the Company Secretary on the Company's website or by email to Employees.  These will generally be open at the following times:


(a) for a period of six weeks commencing on the trading day following the public release by the Company of its preliminary annual and half year results to the ASX;


(b) for a period commencing on the trading day following lodgement of the Company's Annual Report with the ASX and continuing for up to one month after the holding of the Company's Annual General Meeting;


(c) during the offer period (for so long as it remains open) under any publicly available prospectus or other disclosure document issued by the Company offering Securities;


(d) for a period of four weeks commencing on the trading day following the public release of its quarterly report to the ASX; and


(e) at any other time as the Board may permit.


3.6 Notwithstanding the time periods described above, the Company may declare a Trading Window closed at any time at its absolute discretion and without prior notice.  For example, this could occur where directors of the Company believe that certain Employees may hold inside information relating to the Group.


3.7 Trading Windows will not automatically be opened at the times described above.  Details of when a Trading Window is opened or closed and any Prohibited Periods will be posted on the Company's website or notified by email to Employees.


Exceptions to the Prohibited Periods


3.8 The following exceptions to the Trading restrictions during Prohibited Periods apply even if a Trading Window is not open (but subject always to insider trading laws):


(a) an exercise (but not the sale of Securities following exercise) of an option or other right to acquire Shares under an employee incentive scheme or the conversion of a convertible security, where the final date for the exercise of the option or right, or the conversion of the security falls during a Prohibited Period;


(b) Trading under an offer or invitation made to all or most of the shareholders such as a rights or entitlement issue, a security purchase plan, or an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board.  This includes decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue;


(c) Trading where the beneficial interest in the relevant Securities does not change. This includes:


(i) a dealing by which the relevant Securities are transferred by an Employee from their personal holdings to a superannuation fund of which they are a beneficiary;


(ii) the withdrawal of Securities from an employee incentive scheme and the transfer of those Securities to the participant's personal holdings or superannuation fund of which they are a beneficiary;


(d) an acquisition of Securities under a dividend reinvestment plan, provided the election to participate in the dividend reinvestment plan was made before the Employee came into possession of any inside information;


(e) an Employee accepting a takeover bid or transferring Securities under a scheme of arrangement in respect of the Company;


(f) a disposal of Securities that is the result of a secured lender or financier exercising their rights. However, this does not extend to disposal under a margin lending arrangement where such arrangement is prohibited by this Policy; and


(g) an acquisition of Securities under a bonus issue made to all holders of the Company's Securities of the same class.


3.9 Despite the above exceptions, under the insider trading laws, a person who possesses inside information may be prohibited from trading even where Trading falls within an exception specified above.




3.10 Any Employee who holds Securities subject to binding restrictions on transfer (either as ASX restricted securities or through voluntary escrow arrangements) must comply with the terms of any applicable escrow arrangements and will be unable to trade in Securities during that time.  Once the escrow arrangements have ended, the Employee is not free to Trade in their Securities unless permitted by this Policy.


4. Insider trading laws


What is insider trading?


4.1 Under the Corporations Act, all Employees and former Employees are prohibited in all circumstances from Trading in Securities at any time if they are in possession of "inside information" (see sections 4.7 to 4.9 below) whether or not a Trading Window is open.


4.2 Employees are also prohibited from procuring others to Trade in Securities when the Employee is precluded from Trading.


4.3 In addition, Employees:


(a) must not communicate inside information to someone who might then:


(i) Trade in Securities; or


(ii) procure another person to Trade in Securities,


including to any family members, relatives and entities which the Employee controls; and


(b) should seek to ensure that third parties who come into possession of inside information preserve its confidentiality and do not Trade while in possession of that information.  This will usually be achieved by means of a written confidentiality agreement.


4.4 It does not matter how or in what capacity an Employee becomes aware of inside information.  It does not have to be obtained from the Group to constitute inside information.


4.5 Employees cannot avoid the insider trading prohibition by arranging for a family member, friend or other person to Trade in Securities nor may an Employee give "tips" concerning inside information relating to the Group to others.


What is inside information?


4.6 Inside information is information relating to the Group which is not generally available but, if the information were generally available, would be likely to have a material effect on the price or value of the Company's Securities.  Inside information can include matters of speculation or supposition and matters relating to intentions or likely intentions of a person.


4.7 Information is regarded as being likely to have a material effect if it would, or would be likely to, influence persons who commonly invest in securities or other traded financial products in deciding whether or not to deal in the Company's Securities.


4.8 Examples of inside information could include:


(a) the financial performance of the Group against its budget;


(b) changes in the Group's actual or anticipated financial condition or business performance;


(c) changes in the capital structure of the Group, including proposals to raise additional equity or borrowings;


(d) proposed changes in the nature of the business of the Group;


(e) changes to the Board or significant changes in key management personnel;


(f) an undisclosed significant change in the Group's market share;


(g) likely or actual entry into, or loss of, a material contract;


(h) material acquisitions or sales of assets by the Group;


(i) a proposed dividend or other distribution or a change in dividend policy; or


(j) a material claim against a member of the Group or other unexpected liability.


What are the consequences of insider trading?


4.9 Insider trading is strictly prohibited by law, and it is important that all Employees do not breach that prohibition.  Insider trading, or the perception of insider trading, by any Employee will not be tolerated.  Breach of the law, this Policy, or both, will also be regarded by the Company as serious misconduct which may lead to disciplinary action or dismissal.


4.10 The existence of a personal financial emergency or hardship does not excuse non-compliance with this Policy.  It is important that the Group and its Employees do not participate in any insider trading activities, but also that we avoid any appearance of insider trading.


4.11 Any allegation of insider trading would be likely to have a serious detrimental impact on the Group and its business and all Employees must be seen to be actively and diligently upholding the law and complying with this Policy.


4.12 Breach of the insider trading laws may subject the Company and Employees to:


(a) criminal liability (penalties include heavy fines or imprisonment);


(b) civil liability (including orders to pay compensation for any loss suffered as a result of illegal trading activities); or


(c) civil penalty provisions (the Australian Securities and Investments Commission may seek civil penalties against relevant persons and may also seek court orders that relevant individuals be disqualified from managing a corporation).


5. Trading in securities of other companies


5.1 While in general Employees are free to deal in securities of other listed companies, the insider trading prohibitions under the Corporations Act include dealings not only in the Company's Securities but also those of other listed companies with which the Company may be dealing  where an Employee possesses inside information in relation to that other company.


5.2 If an Employee is aware of inside information in respect of another company, the Employee should not trade or deal in the securities of the company that it affects.  For example, where the Employee is aware that the Group is about to sign a major agreement with another company, the Employee should not buy securities in either the Company or the other company.


5.3 The Board may extend this Policy by specifying that Employees are also restricted from dealing in securities of other specified companies with which the Group may have a close relationship.


6. Pre-notification and reporting of Trades


Who and when must give notification of an intention to Trade?


6.1 When permitted to Trade in accordance with this Policy, all Directors and Senior Executives must give at least two trading days' (or such shorter period approved by the Chair) prior written notice of any proposed Trading in Securities and confirm that they do not possess any inside information:


(a) in the case of Senior Executives, to the Company Secretary;


(b) in the case of a Director of the Company, to the Chair;


(c) in the case of the Chair, to the lead independent director of the Company,


(each a Notification Officer).


6.2 If the relevant Notification Officer objects to the proposed Trade, they must immediately notify the relevant Director or Senior Executive that the Trade must not proceed, and must advise the Directors (who may overrule the decision if they think appropriate).


What Trading does not need to be pre-notified?


6.3 The only Trades that do not need to be pre-notified are those that are permitted under a specific exception in section 3.8 (Exceptions to the Prohibited Periods).


Notification of Trades


6.4 In addition to providing prior notification under section 6.1, once a Trade of any Securities has been made by or for a Director or a Senior Executive, details of the Trade, including the number and price of Securities involved, must be notified by email to the Company Secretary.


6.5 Further, Directors must immediately notify the Company Secretary of all acquisitions or disposals or other Trading of Securities, including date, price and volume, without exception so that the Company can comply with its ASX reporting obligations.  Each disclosure notice given to ASX will need to state whether the relevant trade occurred outside of a Trading Window and, if so, whether prior written clearance was provided.


7. Exceptional circumstances


7.1 Employees may make requests for permission to Trade outside of the Trading Windows only in Exceptional Circumstances (except if this would breach the insider trading provisions).  Exceptional Circumstances may include:


(a) severe financial hardship, where the Employee has pressing financial commitments that cannot be satisfied otherwise than by selling Securities;


(b) requirements under a court order or court enforceable undertakings or other legal or regulatory requirements; or


(c) any other exceptional circumstances as determined by the Chair (or the Chief Executive Officer or lead independent director of the Company in the case of proposed Trading by the Chair).


7.2 A request for permission to Trade due to Exceptional Circumstances should be made by written notice to the Company Secretary outlining:


(a) the name of the Employee;


(b) details of the Exceptional Circumstances and the reasons for requesting permission to Trade;


(c) the type of proposed transaction (purchase, sale, etc.); and


(d) the number and type of Securities involved.


7.3 The Company Secretary will consult with the Chair (or the Chief Executive Officer or lead independent director of the Company in the case of proposed Trading by the Chair) in relation to any proposed Trading due to Exceptional Circumstances.  Permission to Trade is entirely discretionary, and Employees should not Trade in the expectation that permission will later be given.

7.4 公司秘书将就有关任何由于例外情况而拟进行的交易与董事会主席(或若交易人士是董事会主席,则与首席执行官或首席独立董事)。公司对交易许可的作出有完全自行裁量权,员工不应在获得许可前预期可能会稍后获得交易许可的情况下进行交易。If permission to Trade is granted, it will be given in writing and the Employee may only Trade the Securities during the period specified in the permission.  A permission expires five business days from its date, unless it specifies a different date.


8. Margin lending arrangements


8.1 Directors of the Company and Senior Executives may not include their Securities in a margin loan portfolio or otherwise Trade in Securities pursuant to a margin lending arrangement (Margin Lending Arrangement) without first obtaining the consent of the Chair (or, in the case of the Chair, the lead independent director of the Company.


8.2 A Margin Lending Arrangement would include:


(a) entering into a margin lending arrangement in respect of Securities;


(b) transferring Securities into an existing margin loan account; and


(c) selling Securities to satisfy a call under a margin loan except where the holder of Securities has no control over the sale.


8.3 The Company may, at its discretion, make any consent granted in accordance with section 8.1 conditional upon such terms and conditions as the Company sees fit (for example, specifying the circumstances in which the Securities may be sold to satisfy a margin call).


9. Review of Policy and compliance with Policy


9.1 This Policy will be reviewed regularly by the Board having regard to the changing circumstances of the Company and any changes to this Policy will be notified to ASX.  If Employees have any comments or views concerning the operation or effectiveness of this Policy, they should be communicated to the Company Secretary.


10. Breaches


10.1 Breaches of this Policy will be viewed seriously and may lead to disciplinary action being taken against the relevant Employee.  In serious cases, disciplinary action may include dismissal.  Any Employee who becomes aware of a violation of this Policy should immediately report the violation to the Company Secretary.


10.2 It should be noted that, in some circumstances, the Company may be obliged to notify regulatory and/or criminal authorities of a serious breach of this Policy.


11. Questions


11.1 For questions about the operation of this Policy or its application in any particular situation, please contact the Company Secretary.


Shareholder Communication Policy


Gold Green Real Estate Group Limited

1. Purpose


1.1 Gold Green Real Estate Group Limited (Company) has adopted this Shareholder Communication Policy (Policy) to ensure that shareholders are informed in a timely and readily accessible manner of all major developments affecting the Company.

Gold Green Real Estate Group Limited(简称“公司”)已制定通过本股东沟通政策(简称“政策”),以此确保全部对公司有影响的重大发展信息能及时且通过便利的渠道告知股东。

1.2 The purpose of this policy is to promote effective communication with shareholders and to encourage and facilitate participation at the Company’s general meetings and deal promptly with the enquiries of shareholders.


2. Methods of communication


2.1 Information is provided to shareholders through, but is not limited to:


(a) the Company’s annual and half-yearly reports;


(b) market releases to the Australian Securities Exchange (ASX) in accordance with continuous disclosure obligations;


(c) the investor relations section of the Company’s website; and


(d) the annual general meeting (AGM).


2.2 The Company encourages shareholders to receive company information electronically by registering their email address online with the Company’s share registry.


3. ASX releases


3.1 The Company will make announcements to ASX in a timely manner in accordance with the ASX Listing Rules (see also the Company’s Continuous Disclosure Policy).


3.2 All announcements made to ASX are available to shareholders:


(a) under the investor relations section of the Company’s website; and


(b) under the company announcements section of the ASX website.


4. Website


4.1 The investor relations section of the Company’s website is the primary medium of providing information to all shareholders.


4.2 The investor relations section of the Company’s website will contain information relevant to shareholders and stakeholders, including statements lodged with the ASX by the Company (including all financial results, annual reports and press releases), board and board committee charters and corporate governance policies and other material relevant to shareholders.


5. Annual general meeting (AGM)


5.1 The AGM provides an important opportunity for the Company to provide information to its shareholders and a reasonable opportunity for informed shareholder participation.  At the AGM, shareholders can express their views to the Board and vote on the Board’s proposals. All shareholders are encouraged to attend the AGM.


5.2 The date, time and location of the AGM will be provided in the notice of meeting, in the annual report and on the Company's website.


5.3 The notice of meeting and proxy form will be distributed to all shareholders prior to the AGM in the timeframe set by the Corporations Act, and will be available on the Company’s website.


5.4 The Company’s auditor will attend its AGM and will be available to answer any questions regarding the conduct of and any issues arising from the audit or the preparation and content of the auditor’s report.


6. Analysts and institutional investors


6.1 The Company may conduct briefings for analysts and institutional investors from time to time to discuss matters concerning the Company.  The Company’s policy in relation to such briefings is that:


(a) only the Chief Executive Officer or other representative of the Company approved by the Board will be authorised to speak to analysts and institutional investors;


(b) the Company will not comment on price sensitive issues not already disclosed to the market; and


(c) any questions raised in relation to price sensitive issues not already disclosed to the market will not be answered or will be taken on notice.  If a question is taken on notice and the answer would involve the release of price sensitive information, the information must be released through ASX before responding.


7. General


7.1 Annual report:  Unless shareholders have elected to have a hardcopy of the annual report mailed to them, the annual report (or a link where it can be downloaded) will be emailed to shareholders (to the email address recorded on the Company’s share register) prior to the AGM within the timeframe set by the Corporations Act.


7.2 Half-year and full year results: The half-year and full-year results are announced to the ASX pursuant to the ASX Listing Rules and are available to shareholders in the same manner as other ASX announcements.


7.3 Share registry: Shareholders with any questions related to their shareholding should contact the Company’s share registry.


7.4 Shareholder privacy:  The Company recognises that privacy is important and will not disclose registered shareholder details unless required by law. However, shareholders should be aware that certain details of holdings in a public company are publicly available by law. Shareholder details will only be used by the Company in accordance with applicable privacy laws.