754682a7cd104fa8783f9d.pdf

Rules 4. 7. 3 and 4. 10. 31


Appendix 4G


Key to Disclosures

Corporate Governance Council Principles and Recommendations


Name of entity:


Lycopodium Limited


ABN/ ARBN: Financial year ended:

83 098 556 159 30 June 2015


Our corporate governance statement2 for the above period above can be found at:3 DThese pages of our annual report:

X This URL on our website:www.lycopodium.com.au


The Corporate Governance Statement is accurate and up to date as at 30 September and has been approved by the board.


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


Date:30 September 2015


Name of Seer tary authorising lodgement: Keith Bakker


  1. Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

    Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

    Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

  2. 'Corporate governance statement'' is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

  3. Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes 'OR' at the end of the selection and you delete the other options, you can also, if you wish, delete the 'OR' at the end of the selection.


Page 1

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES


Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole

period above. We have disclosed ... of the period above. We have disclosed ...4

PRINCIPLE 1- LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

  1. Alisted entity should disclose: ...the fact that we follow this recommendation: D an explanation why that is so in our Corporate Governance

  2. the respective roles and responsibilities of its board and x inour Corporate Governance Statement ORStatementOR

    management ; and

  3. those matters expressly reserved to the board and those

    D at [insert location]

    D we are an externally managed entity and this recommendation

    delegatedto management. ... and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management) :

    D at [insert location]

    is therefore not applicable

  4. Alisted entity should: ...the fact that we follow this recommendation: D an explanation why that is so in our Corporate Governance

  5. undertake appropriate checks before appointing a person, or x inour Corporate Governance Statement OR StatementOR

    putting forward to security holders a candidate for election,

    as a director;and

    D at [insert location]

    D we are an externally managed entity and this recommendation

  6. provide security holders with all material information in its is therefore not applicable

    possession relevant to a decision on whether or not to elect or re-elect a director.


  7. A listed entity should have a written agreement with each director ...the fact that we follow this recommendation : D an explanation why that is so in our Corporate Governance and senior executive setting out the terms of their appointment. x inour Corporate Governance Statement OR StatementOR

    D at[insert location] D we are an externally managed entity and this recommendation is therefore not applicable

    proper functioning of the board.

  8. The company secretary of a listed entity should be accountable ... the fact that we follow this recommendation: D an explanation why that is so in our Corporate Governance directly to the board, through the chair, on all matters to do with the x inour Corporate Governance Statement OR StatementOR

D at [insert locationJ D we are an externally managed entity and this recommendation is therefore not applicable


allowed all of the Council's recommendations infull for the whole of the period above, you can,if you wish, delete this column from the form and re-format it.


Corporate Governance Council recommendation

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

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

1.5

A listed entity should:

  1. have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to

  2. disclose that policy or a summary of it; and

  3. disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity's diversity policy and its progress towards achieving them and either:

  4. the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined 'senior executive' for these purposes); or

  5. if the entity is a 'relevant employer' under the Workplace Gender Equality Act, the entity's most recent 'Gender Equality Indicators', as defined in and published under that Act.

  6. assess annually both the objectives and the entity's progress in achieving them;

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

D in our Corporate Governance Statement OR

D at [insert location]

... and a copy of our diversity policy or a summary of it:

x at Corporate Governance Statement

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

D in our Corporate Governance Statement OR

D at [insert location]

... and the infonmation referred to in paragraphs (c)(1) or (2):

D in our Corporate Governance Statement OR

x at htt12s:/ /www.wgea.gov.au /re12ort/12 ublic- re12orts

x an explanation why that is so in our Corporate Governance

Statement refer to age 27 of the Cororate Governance Statement as to why we have not fully com lied with recommendati on 1.5(al of 1.6(cl(i}

1.6

A listed entity should:

  1. have and disclose a process for periodically evaluating the pertonmance of the board, its committees and individual directors; and

  2. disclose, in relation to each reporting period, whether a pertonmance evaluation was undertaken in the reporting period in accordance with that process.

... the evaluation process referred to in paragraph (a):

x in our Corporate Governance Statement OR

D at [insert location]

... and the infonmation referred to in paragraph (b): D in our Corporate Governance Statement ORD at [insert location]

D an explanation why that is so in our Corporate Governance Statement No formal review was undertaken during thereorting eriod although the matter is the subject ofongoing assessment

D we are an external managed entity and this recommendation is therefore not applicable


Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

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

1.7

A listed entity should:

  1. have and disclose a process for periodically evaluating the

  2. disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

performance of its senior executives; and

... the evaluation process referred to in paragraph (a):

x in our Corporate Governance Statement OR

D at [insert location]

... and the information referred to in paragraph (b): D in our Corporate Governance Statement ORD at [insertlocation]

D an explanation why that is so in our Corporate Governance

Statement No formal review was undertaken during the regorting geriod although the matter is the subject of ongoing assessment



D we are an externally managed entity and this recommendation is therefore not applicable


Corporate Governance Council recommendation

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

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

PRINCIPLE 2 • STRUCTURE THE BOARD TO ADD VALUE

2.1

The board of a listed entity should:

  1. have a nomination committee which:

  2. has at least three members, a majority of whom are independent directors; and

  3. is chaired by an independent director, and disclose:

  4. the charter of the committee;

  5. the members of the committee; and

  6. as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

  7. if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.

[If the entity complies with paragraph (a):]

... the fact that we have a nomination committee that complies with paragraphs (1) and (2):

D in our Corporate Governance Statement OR

D at [insert location]

... and a copy of the charter of the committee:

x at Corporate Governance Statement

... and the information referred to in paragraphs (4) and (5):

D in our Corporate Governance Statement OR

x at Annual Report

[If the entity complies with paragraph (b):J

... the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectwely:

D in our Corporate Governance Statement OR

D at [insert location]

x an explanation why that is so in our Corporate Governance

Statement refer to gage 28 of the Corgorate Governance Statement as to why we have not fully comglied with recommendation 2.1.

D we are an externally managed entity and this recommendation is therefore not applicable

2.2

A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.

... our board skills matrix:

D in our Corporate Governance Statement OR

D at [insert location]

x an explanation why that is so in our Corporate Governance

Statement refer to gage 30 of the Corgorate Governance Statement as to why we have not fully comglied with recommendation 2.2

D we are an externally managed entity and this recommendation is therefore not applicable


CorporateGovernance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole

periodabove. We have disclosed ... of the period above. We have disclosed ...4

  1. Alisted entity should disclose: ... the names of the directors considered by the board to be x an explanation why that is so in our Corporate Governance

  2. the names of the directors considered by the board to be independent directors: Statementrefer to eage 30 of the Coreorate Governance independentdirectors; D in our Corporate Governance Statement OR Statement as to why we have not fully comelied with

  3. if a director has an interest, position, association or recommendation 2.3

    relationship of the type described in Box 2.3 but the board D at [insert location)

    D in our Corporate Governance Statement OR

    is of the opinion that it does not compromise the ... and, where applicable, the infonmation referred to in paragraph (b): 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 D at [insert location)

  4. thelength of service of each director. ... and the length of service of each director:

    D in our Corporate Governance Statement OR

    x at Annual Report

    x

  5. A majority of the board of a listed entity should be independent ...the fact that we follow this recommendation: anexplanation why that is so in our Corporate Governance

    directors.

    D in our Corporate Governance Statement OR Statement refer to age 31 of the Cororate Governance

    Statement as to why we have not fully comelied with

    D at [insert location) recommendation2.4

    D we are an externally managed entity and this recommendation

    is therefore not applicable

    CEO of the entity.

  6. The chair of the board of a listed entity should be an independent ...the fact that we follow this recommendation: x anexplanation why that is so in our Corporate Governance director and, in particular, should not be the same person as the D inour Corporate Governance Statement OR Statementrefer to eage 31 of the Coreorate Governance


  7. A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities

for directors to develop and maintain the skills and knowledge needed to pertonm their role as directors effective.

Statement as to why we have not fully comelied with

D at [insert location) recommendation2.5

... th

x

D

e fact that we follow this recommendation:

in our Corporate Governance Statement OR at [insert location)

D


D

an explanation why that is so in our Corporate Governance Statement OR

we are an external managed entity and this recommendation

is therefore not applicable

D we are an external managed entity and this recommendation is therefore not applicable


Corporate Governance Council recommendation

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

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

PRINCIPLE 3 -ACT ETHICALLY AND RESPONSIBLY

3.1

A listed entity should:

  1. have a code of conduct for its directors, senior executives

  2. disclose that code or a summary of it.

and employees; and

... our code of conduct or a summary of it:

x in our Corporate Governance Statement OR


at [insert location]

D an explanation why that is so in our Corporate Governance

Statement


Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole

period above. We have disclosed ... of the period above. We have disclosed ...4

PRINCIPLE 4-SAFEGUARD INTEGRllY IN CORPORATE REPORTING

  1. Theboard of a listed entity should: [Ifthe entity complies with paragraph (a):] x an explanation why that is so in our Corporate Governance

  2. havean audit committee which: ... the fact that we have an audit committee that complies with Statementrefer to age 33 of the Cororate Governance

  3. has at least three members, all of whom are non- paragraphs(1) and (2): Statement as to why we have not fully com lied with

    executive directors and a majority of whom are D in our Corporate Governance Statement OR recommendation 4.1

    independent directors; and

  4. is chaired by an independent director, who is not the D at [insert location]

    chair of the board, ... and a copy of the charter of the committee: and disclose: D at Corporate Governance Statement

  5. thecharter of the committee; ... and the information referred to in paragraphs (4) and (5):

  6. the relevant qualifications and experience of the

    members of the committee; and

    D in our Corporate Governance Statement OR

    [If the entity complies with paragraph (b):]

  7. in relation to each reporting period, the number of x atAnnual Report times the committee met throughout the period and

    the individual attendances of the members at those

    meetings; or ... the fact that we do not have an audit committee and the processes

  8. ifit does not have an audit committee, disclose that fact we employ thal independently verify and safeguard the integrity of our andthe processes it employs that independently verify and corporate reporting, including the processes for the appointment and

    safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the

    removal of the external auditor and the rotation of the audit

    engagement partner:

    external auditor and the rotation of the audit engagement D in our Corporate Governance Statement OR partner.

    D at [insertlocation]

    x in our Corporate Governance Statement ORStatement

    D

  9. The board of a listed entity should, before it approves the entity's ...the fact that we follow this recommendation: an explanation why that is so in our Corporate Governance

    financial statements for a financial period, receive from its CEO

    and CFO a declaration that, in their opinion, the financial records

    of the entity have been properly maintained and that the financial D at [insert location] statements comply with the appropriate accounting standards

    and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.


    Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the whole

    periodabove. We have disclosed ... of the period above. We have disclosed ...4

    x in our Corporate Governance Statement OR

  10. A listed entity that has an AGM should ensure that its external ...the fact that we follow this recommendation: D an explanation why that is so in our Corporate Governance auditor attends its AGM and is available to answer questions StatementOR

from security holders relevant to the audit.


PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE

D at [insert location]

D we are an externally managed entity that does not hold an

annual general meeting and this recommendation is therefore not applicable

  1. Alisted entity should: ... our continuous disclosure compliance policy or a summary of it: D an explanation why that is so in our Corporate Governance

  2. have a written policy for complying with its continuous x inour Corporate Governance Statement OR Statementdisclosure obligations under the Listing Rules; and

  3. disclose that policy or a summary of it.

PRINCIPLE 6 - RESPECT THE RIGHTS OF SECURITY HOLDERS

D at [insert location]

  1. Alisted entity should provide information about itse and its ... information about us and our governance on our website: D an explanation why that is so in our Corporate Governance

    governance to investors via its website. x atwww.lycopodium.com.au Statement

    investors.

  2. A listed entity should design and implement an investor relations ... the fact that we follow this recommendation: D an explanation why that is so in our Corporate Governance program to facilitate effective two-way communication with D in our Corporate Governance Statement OR Statement

    x at www.lycopodium.com.au

  3. A listed entity should disclose the policies and processes it has in ...our policies and processes for facilitating and encouraging x an explanation why that is so in our Corporate Governance place to facilitate and encourage participation at meetings of participationat meetings of security holders: Statement refer to [!age 35 of the Cor[!orate Governance securityholders. D inour Corporate Governance Statement OR Statement as to whi we have not fulli comglied with

    recommendation 6.3

    D at [insert location]


    D we are an externally managed entity that does not hold periodic meetings of security holders and this recommendation is therefore not applicable

    and its security registry electronically.

  4. A listed entity should give security holders the option to receive ... the fact that we follow this recommendation: D an explanation why that is so in our Corporate Governance communications from, and send communications to, the entity x in our Corporate Governance Statement OR Statement

D at [insert location]


Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

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

PRINCIPLE 7 - RECOGNISE AND MANAGE RISK

7.1

The board of a listed entity should:

  1. have a committee or committees to oversee risk, each of

  2. has at least three members, a majority of whom are independent directors; and

  3. is chaired by an independent director, and disclose:

  4. the charter of the committee;

  5. the members of the committee; and

  6. as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

  7. if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity's risk management framework.

  8. which:

[If the entity complies with paragraph (a):]

... the fact that we have a committee or committees to oversee risk that comply wilh paragraphs (1) and (2):

D in our Corporate Governance Statement OR

D at [insert location]

... and a copy of the charter of the committee:

x at Corporate Governance Statement

... and the information referred to in paragraphs (4) and (5):

D in our Corporate Governance Statement OR

D at Annual Report

[If the entity complies with paragraph (b):]

... the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework:

x in our Corporate Governance Statement OR

D at [insert locafion]

D an explanation why that is so in our Corporate Governance Statement

7.2

The board or a committee of the board should:

  1. review the entity's risk management framework at least annually to satisfy itseff that it continues to be sound; and

  2. disclose, in relation to each reporting period, whether such

a review has taken place.

... the fact that board or a committee of the board reviews the entity's risk management framework at least annually to satisfy itseff that it continues to be sound:

x in our Corporate Governance Statement OR

D at [insert location]

... and that such a review has taken place in the reporting period covered by this Appendix 4G:

x in our Corporate Governance Statement OR

D at [insert location]

D an explanation why that is so in our Corporate Governance Statement


Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

period above. We have disclosed ...

We have NOT followed the recommendation in full for the whole

of the period above. We have disclosed ...4

7.3

A listed entity should disclose:

  1. if it has an internal audit function, how the function is structured and what role it pertorms; or

  2. if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its nsk management and internal control processes.

[If the entity complies with paragraph (a):]

... how our internal audit function is structured and what role it

pertorms:

D in our Corporate Governance Statement OR

D at [inserl location]

[If the entity complies with paragraph (b):]

... the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes:

x in our Corporate Governance Statement OR

D at [inserl location]

D an explanation why that is so in our Corporate Governance

Statement

7.4

A listed entity should disclose whether it has any matenal exposure to economic, environmental and social sustainability nsks and, if it does, how it manages or intends to manage those nsks.

... whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those nsks:

D in our Corporate Governance Statement OR

D at [inserl location]

x an explanation why that is so in our Corporate Governance

Statement refer to g:age 37 of the Cor orate Governance Statement as to why we have not fully comelied with recommendation 7.4


Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the We have NOT followed the recommendation in full for the vmole

period above. We have disclosed ... of the period above. We have disclosed ...4

PRINCIPLE 8 - REMUNERATE FAIRLY AND RESPONSIBLY

  1. Theboard of a listed entity should: [Ifthe entity complies with paragraph (a):] x an explanation why that is so in our Corporate Governance

  2. havea remuneration committee which: ... the fact that we have a remuneration committee that complies with Statementrefer to !;!age 38 of the Cori;iorate Governance

  3. has at least three members. a majority of whom are paragraphs(1) and (2): Statementas to .,;, we have not full comHlied with independentdirectors; and D in our Corporate Governance Statement OR recommendation 8.1

  4. is chaired by an independent director,

    and disclose:

    D at [insert location]

    D we are an externally managed entity and this recommendation is

  5. thecharter of the committee; ... and a copy of the charter of the committee: thereforenot applicable

  6. the members of the committee; and x at Corporate Governance Statement

  7. as at the end of each reporting period, the number of ... and the information referred to in paragraphs (4) and (5): times the committee met throughout the period and D in our Corporate Governance Statement OR

    the individual attendances of the members at those

    meetings; or x at Annual Report

  8. if it does not have a remuneration committee, disclose that [Ifthe entity complies with paragraph (b):J fact and the processes it employs for setting the level and

    composition of remuneration for directors and senior executives and ensuring that such remuneration is

    ... the fact that we do not have a remuneration committee and the

    processes we employ for setting the level and composition of

    appropriate and not excessive. remuneration for directors and senior executives and ensuring that

    such remuneration is appropriate and not excessive:

    D in our Corporate Governance Statement OR

    D at [insert location]

  9. Alisted entity should separately disclose its policies and ... separately our remuneration policies and practices regarding the D an explanation why that is so in our Corporate Governance

    practices regarding the remuneration of nonexecutive directors remuneration of nonexecutive directors and the remuneration of Statement OR

    and the remuneration of executive directors and other senior executive directors and other seniorexecutives:

    executives. x in our Corporate Governance Statement OR D we are an externally managed entity and this recommendation is therefore not applicable

    D at [insert location]

    should:

  10. A listed entity which has an equity-based remuneration scheme ...our policy on this issue or a summary of it: D anexplanation why that is so in our Corporate Governance

    D in our Corporate Governance Statement OR Statement OR

  11. have a policy on whether participants are permitted to x

    enter into transaclions (whether through the use of D at [insert location]

    we do not have an equity-based remuneration scheme and this

    derivatives or otheiwise) which limit the economic risk of recommendation is therefore not applicableOR

    participating in the scheme; and D we are an externally managed entity and this recommendation

  12. disclose that policy or a summary of it. is therefore notapplicable

distributed by