Eve Health Group LimitedASX: EVE

19 October 2015 - Appendix 4G and Corporate Governance Statement

· Issued by Eve Health Group Limited
Microsoft Word - 2015-10-12 EVE Appendix 4G

Rules 4.7.3 and 4.10.31

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Name of entity:

Energy Ventures Limited

ABN / ARBN: Financial year ended:

89 106 523 611 30 June 2015

Our corporate governance statement2 for the above period above can be found at:3

☒ This URL on our website: energyventures.com.au/corporate‐profile/corporate‐governance.html

The Corporate Governance Statement is accurate and up to date as at 19 October 2015 and has been approved by the board.

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

Date: 19 October 2015

Sign Here:

Company Secretary

Print Name: Steven Jackson

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.

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ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

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 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1

A listed entity should disclose:

  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 fact that we follow this recommendation:

☒ in our Corporate Governance Statement

… 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):

☒ at energyventures.com.au/corporate‐profile/corporate‐ governance.html

1.2

A listed entity should:

  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 on whether or not to elect or re‐elect a director.

… the fact that we follow this recommendation:

☒ in our Corporate Governance Statement

1.3

A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.

… the fact that we follow this recommendation:

☒ in our Corporate Governance Statement

1.4

The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

… the fact that we follow this recommendation:

☒ in our Corporate Governance Statement

4 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re‐format it.

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 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.

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

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 evaluation process referred to in paragraph (a):

☒ in our Corporate Governance Statement

… and the information referred to in paragraph (b):

☒ in our Corporate Governance Statement

1.7

A listed entity should:

  1. have and disclose a process for periodically evaluating the performance of its senior executives; 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 evaluation process referred to in paragraph (a):

☒ in our Corporate Governance Statement

… and the information referred to in paragraph (b):

☒ 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

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.

… 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 effectively:

☒ in our Corporate Governance Statement

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.

☒ 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

2.3

A listed entity should disclose:

  1. the names of the directors considered by the board to be independent directors;

  2. if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and

  3. the length of service of each director.

… the names of the directors considered by the board to be independent directors:

☒ in our Corporate Governance Statement

… and, where applicable, the information referred to in paragraph (b):

☒ in our Corporate Governance Statement

… and the length of service of each director:

☒ in our Corporate Governance Statement

2.4

A majority of the board of a listed entity should be independent directors.

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

2.5

The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.

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

2.6

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 perform their role as directors effectively.

… the fact that we follow this recommendation:

☒ in our Corporate Governance Statement

PRINCIPLE 3 - ACT ETHICALLY AND RESPONSIBLY

3.1

A listed entity should:

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

  2. disclose that code or a summary of it.

… our code of conduct or a summary of it:

☒ at energyventures.com.au/corporate‐profile/corporate‐ governance.html

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 4 - SAFEGUARD INTEGRITY IN CORPORATE REPORTING

4.1

The board of a listed entity should:

  1. have an audit committee which:

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

  3. is chaired by an independent director, who is not the chair of the board,

  4. the charter of the committee;

  5. the relevant qualifications and experience of the members of the committee; and

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

  7. if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

    8. and disclose:

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

4.2

The board of a listed entity should, before it approves the entity's financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

… the fact that we follow this recommendation:

☒ 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

4.3

A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

… the fact that we follow this recommendation:

☒ in our Corporate Governance Statement

PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE

5.1

A listed entity should:

  1. have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and

  2. disclose that policy or a summary of it.

… our continuous disclosure compliance policy or a summary of it:

☒ at energyventures.com.au/corporate‐profile/corporate‐ governance.html

PRINCIPLE 6 - RESPECT THE RIGHTS OF SECURITY HOLDERS

6.1

A listed entity should provide information about itself and its governance to investors via its website.

… information about us and our governance on our website:

☒ at energyventures.com.au/corporate‐profile/corporate‐ governance.html

6.2

A listed entity should design and implement an investor relations program to facilitate effective two‐way communication with investors.

… the fact that we follow this recommendation:

☒ in our Corporate Governance Statement

6.3

A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.

… our policies and processes for facilitating and encouraging participation at meetings of security holders:

☒ in our Corporate Governance Statement

6.4

A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.

… the fact that we follow this recommendation:

☒ 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

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 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 risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity's risk management framework.

… 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:

☒ 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 itself 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 itself that it continues to be sound:

☒ in our Corporate Governance Statement

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

☒ in our Corporate Governance Statement

7.3

A listed entity should disclose:

  1. if it has an internal audit function, how the function is structured and what role it performs; 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 risk management and internal control processes.

… 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:

☒ 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

7.4

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

… 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 risks:

☒ 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

PRINCIPLE 8 - REMUNERATE FAIRLY AND RESPONSIBLY

8.1

The board of a listed entity should:

  1. have a remuneration 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 remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

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

8.2

A listed entity should separately disclose its policies and practices regarding the remuneration of non‐executive directors and the remuneration of executive directors and other senior executives.

… separately our remuneration policies and practices regarding the remuneration of non‐executive directors and the remuneration of executive directors and other senior executives:

☒ in our Corporate Governance Statement

8.3

A listed entity which has an equity‐based remuneration scheme should:

  1. have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and

  2. disclose that policy or a summary of it.

… our policy on this issue or a summary of it:

☒ in our Corporate Governance Statement

Corporate Governance Statement 30 June 2015

The Board are responsible for the overall strategy, governance and performance of Energy Ventures Limited ('the Company'). The Board has adopted a framework which it considers to be suitable given the size, history and strategy of the Company.

In March 2014, the Australian Securities Exchange ('ASX') Corporate Governance Council released the third edition of its Corporate Governance Principles and Recommendations ('Recommendations'). To the extent they are applicable, and given its circumstances, the Company has adopted the recommendations of the third edition. Where the Company's governance practices follow a recommendation, the Board has made appropriate statements reporting on the adoption of the recommendation. Where the Company's governance practices depart from a recommendation, the Board has offered a disclosure and reason for the departure from the recommendation, in compliance with the 'if not, why not' regime.

This statement summarises the Company's compliance with the new Recommendations.

PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT Recommendation 1.1 Role of Board and Management

The Board considers that the essential responsibility of directors is to oversee the Company's activities for the benefit of its shareholders, employees and other stakeholders and to protect and enhance shareholder value. Responsibility for management of the Company's business is delegated to the executive directors, who are accountable to the Board.

Further, the Board takes specific responsibility for:

  • Contributing to the development of and approving corporate strategy;

  • Appointing, assessing the performance of and, if necessary removing the executive directors;

  • Reviewing and approving business plans, the annual budget and financial plans including available resources and major capital expenditure initiatives;

  • Overseeing and monitoring:

    • Organisational performance and the achievement of strategic goals and objectives

    • Compliance with the Company's code of conduct

    • Progress of major capital expenditures and other corporate projects including acquisitions, mergers and divestments;

  • Monitoring financial performance including approval of the annual, half yearly and quarterly reports and liaison with the auditor;

  • Ensuring there are effective management processes in place, including reviewing and ratifying systems of risk identification and management, ensuring appropriate and adequate internal control processes, and that monitoring and reporting procedures for these systems are effective;

  • Enhancing and protecting the Company's reputation;

  • Approving major capital expenditure, capital management, acquisitions and divestments;

  • Reporting to shareholders;

  • Appointment of directors; and

  • Any other matter considered desirable and in the interest of the Company.

The Board is responsible for the overall Corporate Governance of the Company including the strategic direction, establishing goals for management and monitoring the achievement of these goals. In broad terms, the Board is accountable to the shareholders and must ensure that the Company is properly managed to protect and enhance shareholders' wealth and other

Corporate Governance Statement 30 June 2015

interests. The Board Charter sets out the role and responsibilities of the Board within the governance structure of the Company and its related bodies corporate (as defined in the Corporations Act).

Senior executives are responsible for the ongoing management of the Company's operations and reporting to the Board. They are accountable for all functions that are necessary to the operations of the Company and not specifically reserved to the Board. Senior executives' performance is reviewed on a regular basis by the Board.

A copy of the Board Charter is available on the Company's website.

Recommendation 1.2 Director Checks

The Company has in place a policy that it will perform appropriate checks on all potential directors. This will potentially include undertaking background and other checks before appointing a person or putting them forward to shareholders as a candidate for election as a director. The Company also provides information on the length of time in office for those seeking re-election as well information about relevant qualifications, skills and experiences.

Recommendation 1.3 Written Agreement with each Director and Senior Executive

All non-executive directors are engaged by the Company under letters of appointment and senior executives are engaged under executive service agreements. These agreements detail the roles and responsibilities of the individual.

Details of the letters of appointment and service contracts for senior executives are provided in the Remuneration Report within the Annual Report.

Recommendation 1.4 Company Secretary

The appointment and removal of a Company Secretary is a matter reserved for decision by the Board.

The Company Secretary has a direct line of communication with all directors, and is responsible for supporting the proper functioning of the Board which includes providing advice on governance and procedural issues, the preparation of Board papers and minutes, attendance at Board meetings and maintaining policies and procedures.

Recommendation 1.5 Diversity Policy

The Company has not established a formal policy in relation to diversity. The board believes that given the size and nature of the Company's activities, and the existing diversity profile of the organisation, that an informal approach is appropriate at this time. Senior management roles and positions are filled by the best candidates available without discrimination. The Company aims to increase diversity in senior appointments as positions and appropriate candidates become available.

The Company is committed to a workplace environment that promotes diversity and recognises the key competitive benefits of recruiting, developing and retaining a talented, diverse and motivated workforce. The board recognises the benefits of diversity at board level, senior management level and within the organisation generally and recognises the organisational strengths, deeper problem solving ability and opportunity for innovation that diversity may bring.

The Company will review this position annually and, as activities expand, plans to establish a formal diversity policy and set measurable objectives for achieving diversity in relation to gender.

The proportion of women employees in the organisation as of 30 June 2015 is:

In whole organisation

29%

In senior executive positions

0%

On the Board

0%

Recommendation 1.6 Board Performance Assessment

Membership of the Board, its activities and composition, is subject to on-going review. Given the size of the Company and the management team, this process is managed informally by the directors. Improvement in Board processes and effectiveness is a continuing objective and the primary purpose of Board evaluation is to identify ways to improve performance.

The Board has not conducted a formal performance assessment of the Board, including its Committees and individual directors, during the year. The Company will look to conduct a formal evaluation in the future.

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