PPK : Corporate Governance Statement - YE 30 June 2016

This statement has been approved by the Board of the Company. The statement has been prepared as at 30 June 2016 with reference to the 3rd Edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations.

1. the respective roles and responsibilities of its Board and management; and
2. those matters expressly reserved to the Board and those delegated to management

The Board of Directors has been charged by shareholders with overseeing the affairs of the Company to ensure that they are conducted appropriately and in the interests of all shareholders. The Board defines the strategic goals and objectives of the Group, as well as broad issues of policy and establishes an appropriate framework of Corporate Governance within which the Board members and management must operate. The Board reviews and monitors management and the Group's performance. The Board has also taken responsibility for establishing control and accountability systems/processes and for monitoring senior executive performance and implementation of strategy.

The roles and responsibilities of the Board have been set out in a Board charter which is available on the Company's website. Amongst other things the Board charter sets out the role and responsibility of the chair of the Board.

The Board has specifically identified the following matters for which it will be responsible:

1. reviewing and determining the Company's strategic direction and operational policies;

2. review and approve business plans, budgets and forecasts and set goals for management;

3. overseeing management's implementation of the Company's strategic objectives and its performance generally;

4. appoint and remunerate the Chief Executive Officer, the Chief Financial Officer and senior management team members where appropriate;

5. review performance of the Chief Executive Officer, the Chief Financial Officer and senior management team;

6. review the Company's financial performance against key performance indicators;

7. approve acquisition and disposal of assets, products and technology;

8. approve operating budgets, capital, development and other large expenditures;

9. ensuring that the Company has in place and appropriate risk management framework and compliance culture;

10. oversee the integrity of the Company's control and accountability systems;

11. oversee the Company's processes 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 shares

12. reporting to shareholders;

13. ensure compliance with environmental, taxation, Corporations Act and other laws and regulations; and

14. monitoring the effectiveness of the Company's governance practices.

The Board delegates operational authority to the Chief Executive Officer and his management team who are charged with the day to day running and administration of the Company consistent with the strategic objectives and policies as set down by the Board. Within this framework, the Chief Executive Officer is directly accountable to the Board for the performance of the management team. The Company's Chief Executive Officer resigned effective 28 February 2016 and accordingly from 28 February 2016 Mr. Robin Levison resumed the role of Executive Chairman and assumed key responsibilities of the Chief Executive Officer.

1. undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a Director; and
2. provide security holders with all material information in its possession relevant to a decision whether or not to elect or re-elect a Director.

The Company does undertake checks before it appoints a person, or puts forward to shareholders a new candidate for election, as a Director. These checks include references as to the person's character, experience and education. The Company does not propose to check criminal records or the bankruptcy history for potential new Board members however may consider such checks where necessary or appropriate in the future.

The Company will include all material information in its possession relevant to a decision whether or not to elect or re-elect a Director in the relevant Notice of Meeting. Information relating to each of the Directors is also provided on the Company's website.

The Company has not established written agreements with its non-executive directors which set out the terms of their appointment. Accordingly the appointment of Directors is governed by the relevant provisions of the Company's Constitution.

Directors are not appointed for a fixed term but are, excluding any Managing Director, subject to re-election by shareholders at least every three years in accordance with the Constitution of the Company.

A Director appointed to fill a casual vacancy or as an addition to the Board, only holds office until the next annual general meeting of shareholders and must then retire. After providing for the foregoing, one-third of the remaining Directors (excluding the Managing Director) must also retire at each annual general meeting of shareholders.

Prior to their appointment potential directors participate in induction initiatives and are advised of the time commitment envisaged based on scheduled monthly Board meetings and committee involvement as may be required. They are also advised on remuneration entitlements, their right to seek independent legal advice at the expense of the Company (subject to the Chairman's approval) and indemnity and insurance arrangements, and their confidentiality obligations.

The Company does maintain written agreements with each of its executive directors and with senior executives which set out a description of their position, duties and responsibilities and the terms of their appointment.

The Company Secretary has been appointed on the basis that he will be accountable directly to the Board, through the chair, on all matters to do with the proper functioning of the Board.

All Directors of the board have access to the Company Secretary who is appointed by the Board. The Company Secretary reports to the Chairman, in particular to matters relating to corporate governance.

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

The Company has established a Diversity Policy Statement which is available on the Company's website.

PPK is committed to an inclusive workplace that embraces and promotes diversity. The Company believes that the promotion of diversity on its Board and within the organisation generally is good practice.

Diversity at PPK refers to all the characteristics that make individuals different from each other. It includes characteristics or factors such as religion, race, ethnicity, language, gender, sexual orientation, disability, age or any other area of potential difference.

PPK values the unique contributions made by people with diverse backgrounds, experiences and perspectives, and believes that greater diversity of thought throughout the organisation will lead to more informed decision making and ultimately better business outcomes.

The Company's policy is to recruit and manage its employees on the basis of their competence, performance and potential, regardless of the individual's background or points of difference.

Diversity at PPK is about the commitment to equality and the treating of all individuals with respect.

The Company is committed to promoting a culture of diversity in the workplace by:

• recruiting and managing on the basis of an individual's competence and performance;

• respecting the unique attributes that each individual brings to the workplace;

• fostering an inclusive and supportive culture to enable people to develop to their full potential;

• taking action to prevent and stop bullying, discrimination or harassment;

• rewarding and remunerating fairly;

• offering flexible work practices which recognise that employees may have different domestic responsibilities throughout their career;

• maintaining policies and procedures to provide employees at all levels of the Company with guidelines for behaviour.

Our commitment to diversity forms part of our culture dedicated to retaining the best qualified employees, management and Board. Our commitment applies in all phases of employee engagement including recruitment, selection, development, promotion, rewards and remuneration.

The Board acknowledges the benefits of and will seek to achieve diversity during the process of employment at all levels without detracting from the principal criteria for selection and promotion of people to work within the Company based on merit. Accordingly the Company has not established measurable objectives or number targets for achieving gender diversity.

At 30 June 2016:

• there were no women on the Board of PPK;

• no women held senior executive positions; and

• there were 18 women employed by the Company out of a total of 121.

RECOMMENDATION 1.6 A listed entity should:
1. have and disclose a process for periodically evaluating the performance of the Board, its committees and individual Directors; and
2. disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

The Board has an established process of self-review and evaluation which involves regular and on-going consideration of all of the Board's key areas of responsibility and accountability. Relevant matters considered in the assessment of Board and individual director performance are set out in detail in the Performance Evaluation Processes and available on the Company's website.

The Chairman together with the Deputy Chairman meet periodically with individual directors to discuss the performance of the Board. In addition, an evaluation is undertaken by the Chairman together with the Deputy Chairman of the contribution of directors retiring by rotation prior to the Board endorsing their candidature.

The review process involves consideration of all of the Board's key areas of responsibility and accountability and is based on an amalgamation of factors including capability, skill levels, understanding of industry complexities, risks and challenges, and value adding contribution to the overall management of the business.

The Board believes that this approach is appropriate given its size and the nature of the Company's operations. No formal evaluation was undertaken in the reporting period ended 30 June 2016.