RBR : Corporate Governance Statement

CORPORATE GOVERNANCE STATEMENT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2020

This Corporate Governance Statement is current as at 22 October 2020 and has been approved by the Board of the Company on that date.

The Corporate Governance Statement discloses the extent to which the Company has, during the financial year ending 30 June 2020, followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations (Recommendations). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period.

The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company's corporate governance duties.

Due to the current size and nature of the existing Board and the magnitude of the Company's operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilized in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company's Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.

The Company's Corporate Governance Plan is available on the Company's website www.rbrgroup.com.au.

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Principle 1: Lay solid foundations for management and oversight

Recommendation 1.1

The Company has adopted a Board Charter that sets out

the specific roles and responsibilities of the Board, the

A listed entity should have and disclose a

YES

Chair and management and includes a description of those

charter which sets out the respective

matters expressly reserved to the Board and those

roles and responsibilities of the Board, the

delegated to management.

Chair and management, and includes a

description of those matters expressly

The Board Charter sets out the specific responsibilities of

reserved to the Board and those

the Board, requirements as to the Board's composition,

delegated to management.

the roles and responsibilities of the Chairman and

Company Secretary, the establishment, operation and

management of Board Committees, Directors' access to

Company records and information, details of the Board's

relationship with management, details of the Board's

performance review and details of the Board's disclosure

policy.

A copy of the Company's Board Charter, which is part of

the Company's Corporate Governance Plan, is available on

the Company's website.

Recommendation 1.2

(a) The Company has guidelines for the appointment

A listed entity should:

YES

and selection of

the

Board

in

its

Corporate

Governance Plan. The Company's Nomination

(a) undertake appropriate checks before

Committee

Charter

(in

the Company's

Corporate

Governance

Plan)

requires

the

Nomination

appointing a person, or putting

Committee (or, in its absence, the Board) to ensure

RBR GROUP LIMITED ABN 38 115 857 988

Level 2, 33 Colin Street, West Perth, WA 6005

PO Box 534, West Perth, WA 6872

T: [phone] F: [phone]

www.rbrgroup.com.au

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forward to security holders a

appropriate checks (including checks in respect of

candidate for election, as a Director;

character, experience, education, criminal record

and

and bankruptcy history (as appropriate)) are

(b) provide security holders with all

undertaken before appointing a person, or putting

material information relevant to a

forward to security holders a candidate for election,

decision on whether or not to elect or

as a Director.

re-elect a Director.

(b)

Under the Nomination Committee Charter, all

material information relevant to a decision on

whether or not to elect or re-elect a Director must be

provided to security holders in the Notice of Meeting

containing the resolution to elect or re-elect a

Director.

Recommendation 1.3

The Company's Nomination Committee Charter requires

the Nomination Committee (or, in its absence, the Board)

A listed entity should have a written

YES

to ensure that each Director and senior executive is a party

agreement with each Director and senior

to a written agreement with the Company which sets out

executive setting out the terms of their

the terms of that Director's or senior executive's

appointment.

appointment.

The Company has had written agreements with each of its

Directors and senior executives for the past financial year.

Recommendation 1.4

The Board Charter outlines the roles, responsibility and

accountability of the Company Secretary. In accordance

The company secretary of a listed entity

YES

with this, the Company Secretary is accountable directly to

should be accountable directly to the

the Board, through the Chair, on all matters to do with the

Board, through the Chair, on all matters to

proper functioning of the Board.

do with the proper functioning of the

Board.

Recommendation 1.5

(a)

The Company has adopted a Diversity Policy which

A listed entity should:

PARTIALLY

provides a framework for the Company to establish

and achieve measurable diversity objectives,

(a)

have a diversity policy which includes

including in respect of gender diversity. The Diversity

Policy allows the Board to set measurable gender

requirements

for

the Board

or a

diversity objectives, if considered appropriate, and to

relevant committee of the Board to

assess annually

both

the

objectives

and

the

set

measurable

objectives

for

Company's progress in achieving them.

achieving gender

diversity

and

to

(b)

The

Diversity

Policy is

available,

as

part of

the

assess annually

both the objectives

Corporate

Governance

Plan,

on

the

Company's

and the entity's progress in achieving

website.

them;

(c)

(b)

disclose that policy or a summary or

(i)

The

Board

has not established

measurable

it; and

gender diversity objectives at this stage of the

(c)

disclose

as

at

the

end

of

each

Company's development due to the size and

reporting period:

nature of the Company's activities. The policy

(i)

the

measurable

objectives

for

focusses

on identifying

and

removing

any

achieving gender diversity set by

barriers

to

diversity to

create a

workplace

the

Board

in

accordance with

culture of inclusion and equal oportunities.

the entity's diversity policy and

(ii) At 30 June 2020 the respective proportions of

its

progress towards achieving

men in the group were; the Board (men 5,

them; and

women 0), in senior staff (men 3, women 3)

(ii)

the

respective

proportions

of

and across the whole organisation (men 8,

men and women on the Board,

female 3) as at year end.

in

senior

executive

positions

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and

across

the

whole

organization.

Recommendation 1.6

(a)

The Company's Nomination Committee (or, in its

A listed entity should:

YES

absence, the Board) is responsible for evaluating the

performance of the Board, its committees and

(a) have

and

disclose

a

process

for

individual Directors on an annual basis. It may do so

with the aid of an independent advisor. The process

periodically

evaluating

the

for

this

is

set

out

in

the Company's

Corporate

performance of the

Board,

its

Governance

Plan,

which is

available

on

the

committees and individual Directors;

Company's website.

and

(b)

The Company's Corporate Governance Plan requires

(b) disclose, in relation to each reporting

the

Company

to

disclose

whether

or

not

period,

whether

a

performance

performance evaluations were conducted during the

evaluation

was

undertaken

in

the

relevant

reporting

period. The

Company

did

not

reporting period in accordance with

complete performance evaluations in respect of the

that process.

Board for the past financial year. The Company has

elected to defer these until the 2021 financial year

due to the size of the Company and the changes

during the year.

Recommendation 1.7

(a)

The Company's Nomination Committee (or, in its

A listed entity should:

YES

absence, the Board) is responsible for evaluating the

performance of the Company's senior executives on

(a) have

and

disclose

a

process

for

an

annual

basis. The

Company's Remuneration

Committee

(or,

in

its

absence, the

Board)

is

periodically

evaluating

the

responsible for evaluating the remuneration of the

performance of its senior executives;

Company's senior executives on an annual basis. A

and

senior executive, for these purposes,

means

key

(b) disclose, in relation to each reporting

management

personnel

(as

defined

in

the

period,

whether

a

performance

Corporations

Act)

other

than

a non-executive

evaluation

was

undertaken

in

the

Director.

reporting period in accordance with

The applicable processes for these evaluations can be

that process.

found in the Company's Corporate Governance Plan,

which is available on the Company's website.

(b)

The Company has completed performance

evaluations in respect of senior executives in the past

financial year.

Principle 2: Structure the Board to add value

Recommendation 2.1

(a) The

Company's

Nomination

Committee

Charter

The Board of a listed entity should:

YES

provides for the creation of a Nomination Committee

(if it is considered it will benefit the Company), with

(a) have a nomination committee which:

at least three members, a majority of whom are

independent Directors, and which must be chaired by

(i)

has at least three members, a

an independent Director.

majority

of

whom

are

(b) The Company did not have a Nomination Committee

independent Directors; and

for

the

past

financial year as

the Board

did

not

(ii)

is

chaired

by

an

independent

consider

the

Company

would

benefit

from

its

Director,

establishment. In accordance with the Company's

and disclose:

Board Charter, the Board carries out the duties that

(iii) the charter of the committee;

would ordinarily be carried out by the Nomination

Committee

under

the

Nomination

Committee

(iv) the members of the committee;

Charter, including the following processes to address

and

succession issues and to ensure the Board has the

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(v) as at the end of each reporting

appropriate balance of skills, experience,

period, the number of times the

independence and knowledge of the entity to enable

committee met throughout the

it to discharge its duties and responsibilities

period

and

the

individual

effectively:

attendances of the members at

(i) devoting time at least annually to discuss Board

those meetings; or

succession issues and updating the Company's

(b)

if it does not have a nomination

Board skills matrix; and

committee, disclose that fact and the

(ii) all Board members being involved in the

processes it employs to address Board

Company's nomination process, to the

succession issues and to ensure that

maximum extent permitted under the

the Board has the appropriate

Corporations Act and ASX Listing Rules.

balance

of

skills,

experience,

independence and knowledge of the

entity to enable it to discharge its

duties and responsibilities effectively.

Recommendation 2.2

Under the Nomination Committee Charter (in the

Company's Corporate Governance Plan), the Nomination

A listed entity should have and disclose a

YES

Committee (or, in its absence, the Board) is required to

Board skill matrix setting out the mix of

prepare a Board skill matrix setting out the mix of skills and

skills and diversity that the Board

diversity that the Board currently has (or is looking to

currently has or is looking to achieve in its

achieve) and to review this at least annually against the

membership.

Company's Board skills matrix to ensure the appropriate

mix of skills and expertise is present to facilitate successful

strategic direction.

The Company has, for the past financial year, had a Board

skill matrix setting out the mix of skills and diversity that

the Board currently has or is looking to achieve in its

membership.

The Board Charter requires the disclosure of each Board

member's qualifications and expertise. Full details as to

each Director and senior executive's relevant skills and

experience are available in the Company's Annual Report.

Recommendation 2.3

(a) The Board Charter requires the disclosure of the

names of Directors considered by the Board to be

A listed entity should disclose:

YES

independent. The Board considers that the only

(a)

the names

of

the

Directors

Independent Director was Paul Graham-Clarke who

was appointed during the financial year, all other

considered by the Board to

be

Directors are not considered Independent.

independent Directors;

(b) This is not applicable.

(b)

if a Director has an interest, position,

(c) The Company's Annual Report discloses the length of

association or relationship of the type

service of each Director, as at the end of each

described

in

Box

2.3

of

the

ASX

financial year.

Corporate Governance Principles and

Recommendation (3rd

Edition),

but

the Board is of the opinion that it does

not compromise the independence of

the Director, the nature of the

interest,

position,

association

or

relationship in question and an

explanation of why the Board is of

that opinion; and

(c)

the length of service of each Director