Corporate Governance - BKI Investment Company Limited

• Alignment – As custodians of shareholders funds, we should demonstrate alignment by maintaining long term co-investment with our shareholders
• Wealth preservation – Our actions should enable the long term preservation and generation of shareholder wealth
• Accessibility & Affordability – We provide our active portfolio management services for a competitive low cost to make wealth preservation & generation more accessible
• Continual Improvement – We are committed to continually improving our knowledge and sharing it with shareholders

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Share Trading Policy

Overview

The BKI Share Trading Policy (Policy) has been developed to:
• to ensure that BKI’s Restricted Persons are aware of the restrictions on dealing in BKI securities; and
• minimise the potential for misunderstandings or suspicions that Restricted Persons are dealing in BKI securities while in possession of unpublished price-sensitive information.

Applicability

The BKI Share Trading Policy regulates dealings:
• by Directors, Officers and Employees of BKI Investment Company Limited (BKI) and its Investment Manager, Contact Asset Management Pty Limited and their associates (together, Restricted Persons);
• in shares, options and other securities issued by BKI (BKI securities).

Restrictions on Trading

• Restricted Persons are prohibited from dealing in BKI securities:
– while in possession of unpublished BKI price-sensitive information; and/or
– during Prohibited Periods.
• Restricted Persons are prohibited from engaging in short term dealing in BKI securities;

Price-sensitive information
BKI price-sensitive information is information that a reasonable person would expect to have a material effect on the price or value of BKI securities.

Dealing
For the purposes of the Policy, dealing is taking to encompass:
1. Directly buying, selling, or otherwise trading in BKI securities;
2. procuring another person to buy, sell, or otherwise trade in BKI securities ; and
3. communicating the price-sensitive information to any other person if the Restricted Person knows or ought to know that the other person will use the information, directly or indirectly, to buy, sell, or otherwise trade in BKI securities.

Anyone who contravenes the prohibitions against insider trading is guilty of an offence under the Corporations Act and their employment or service agreement with BKI or Contact Asset Management Pty Limited (as applicable) will be immediately terminated. This is regardless of whether the other terms of the Policy have been complied with.

Prohibited Periods

Prohibited periods include Closed Periods and Blackout Periods.

Closed Periods
Restricted Persons are prohibited from dealing in Closed Periods due to the proximity of these periods to the release of the Company’s half year and full year results and, typically, the announcement of any dividends declared. Closed periods are:
• from 12:01am 1 January to 12:01am on the day after the release of the Company’s Appendix 4D and half year results to the Australian Securities Exchange (ASX); and
• from 12:01am 1 July to 12:01am on the day after the release of the Company’s Appendix 4E and full year results to the Australian Securities Exchange (ASX).
It is noted that the Company currently releases to the ASX on a weekly basis an unaudited, pre-tax NTA per BKI share, which ensures the market remains regularly informed of this information. The Board has determined that there is no requirement for a formal Closed Period during the preparation of these weekly NTAs. Any price-sensitive information that arises during that process is covered by the broader ASX Continuous Disclosure provisions and the insider trading provisions of the Corporations Act.

Blackout Periods
The Board of BKI has the discretion to impose Blackout Periods at any point in time for any reason. Blackout Periods are to be established by a resolution of the Board.

Allowable Dealings

Restricted Persons are allowed to deal in BKI securities outside of Prohibited Periods within the following guidelines:
• never engage in short term dealing of the Company’s securities;
• notify the Company Secretary or Chairman of any intended dealings prior to entering into the transaction;
• notify the Company Secretary of completed dealings.
– Where the dealing in securities would result in the Company needing to make a disclosure to the Australian Securities Exchange or Australian Securities and Investments Commission, such information must be provided within sufficient time for the Company to meet its reporting obligations.

Excluded Trading

The restrictions on trading in BKI securities by Restricted Persons do not apply in the following situations of passive dealing:
a. the transfer of securities already held by the Restricted Person into a superannuation fund or similar scheme where the Restricted Person is a beneficiary;
b. An investment in, or trading in units of, a fund or other scheme (other than a scheme only investing in BKI securities) where the assets of the fund or other scheme are invested at the discretion of a third party;
c. Where a Restricted Person is a trustee, trading in BKI securities by that trust provided the Restricted Person is not a beneficiary of the trust and any decision to trade during a Prohibited Period is taken by the other trustees or by the investment managers independently of the Restricted Person
d. the acceptance of a takeover offer;
e. dealing under an offer or invitation made to all or most of the Company’s security holders, such as a rights issue, a security purchase plan, a dividend or distribution reinvestment plan and 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;
f. accepting an offer to participate in an employee securities plan; and
g. any such similar transaction determined by the Directors to be a passive dealing.

Exceptional Circumstances

In Exceptional Circumstances, Restricted Persons are able to deal in BKI Securities only after complying with the following process:
• submission of a written request to the Chair of the BKI Board (Chair), including the nature of the intended form of dealing and sufficient detail of the circumstances
• The submission also needs to state that the Restricted Person is not in possession of inside information.
• The Chair must approve the submission in writing (email being acceptable)
• In circumstances where the Chair is applying to deal in exceptional circumstances, approval must be sought from and provided by the Chair of the BKI Audit and Risk Committee.
Exceptional Circumstances include severe financial hardship where the Restricted Person has a compulsion to deal with securities by Court Order, or any other circumstances deemed exceptional by the BKI Chair or Chair of the BKI Audit & Risk Committee.

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DIVERSITY POLICY

Purpose:

This policy has been prepared to formalise the Company’s commitment to maintaining an inclusive culture that provides equal access to opportunities to all current and prospective employees and directors.

Diversity:

Diversity encompasses all characteristics that make individuals different from one another. It includes, but is not limited to race, religion, ethnicity, gender, sexual orientation, disability, age and cultural background. At BKI, we believe that a commitment to equality and treating all individuals with respect are the cornerstones of achieving diversity.

Policy:

BKI understands that each employee brings unique skills and capabilities to their work, driven by the diverse blend of experiences and social and cultural background that has shaped them. We recognise that the success of our business is a reflection of the skills and quality of our people, both employees and at Board level. Getting an appropriate mix of skills, experience and perspective will better enable BKI to maximise returns to the Company’s shareholders, and optimise the experience of all other stakeholders when interacting with BKI.

The Company is therefore committed to creating a workplace environment and culture that:

– Is free of discrimination
– Is conducive to attracting and retaining people from a broad experience base
– Rewards performance
– Provides opportunities that allow individuals to reach their full potential irrespective of background or difference.
– Is understanding of each individual’s personal circumstances

When appointing individuals to the organisation, the most suitably qualified candidates will be selected.

When promoting individuals within the organisation, the most suitably qualified candidates will be selected.

Gender Diversity – Objectives, Measurement and Disclosure:

The Board will establish measurable objectives for addressing gender diversity that are consistent with ensuring the long term success of the Company and wellbeing of its employees and other stakeholders.

Measurement of progress in achieving the objectives will be carried out on a regular basis (at least annually, where outstanding objectives exist) by the Remuneration and Nomination Committees, who will report their findings to the Board and make recommendations as appropriate.

The Board will annually assess the objectives as to whether they remain appropriate and adequate for the Company, and also annually assess the progress made toward achieving them. BKI will comply with its reporting obligations under the ASX Listing Rules and other legislation as appropriate from time to time.

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AUDIT AND RISK COMMITTEE CHARTER

1. Purpose

2. Powers of the Audit & Risk Committee

3. Function of Respective Parties

4. Duties of the Audit & Risk Committee

5. Eligibility

6. Meetings

1. Purpose

1.1 The Audit & Risk Committee is established by the Board of Directors. The purpose of the Audit & Risk Committee is to assist the Board of Directors in its review of:

(a) BKI’s financial reporting principles and policies, controls and procedures;

(b) the integrity of BKI’s financial statements and the independent audit thereof, and the Company’s compliance with legal and regulatory requirements in relation thereto; and

1.2 The Audit & Risk Committee will report to the Board on each of the matters referred to in clause 1.1

1.3 The Audit & Risk Committee is also responsible for:

(a) the appointment, evaluation and oversight of the external auditor;

(b) compensation of external auditor; and

2. Powers of the Audit & Risk Committee

2.1 The Committee is required to make recommendations to the Board and does not have any executive powers to commit the Board or management to the implementation of these recommendations, other than:

(a) where the Board has delegated authority to the Audit & Risk Committee; and

(b) for matters relating to the appointment, compensation, oversight and replacement of the external auditor.

2.2 The Committee has unrestricted access to executives of BKI, representatives of the Investment Manager and to the external auditors in order to fulfil its purpose and undertake its duties.

2.3. The Committee has the ability to direct any special investigations deemed necessary and to consult independent experts where considered necessary to carry out its duties. Costs of such consultations are borne by BKI.

3. Function of Respective Parties

3.1 Other than in relation to the work of the external auditor, the function of the Audit & Risk Committee is oversight. It is recognised that members of the Audit & Risk Committee are not full time employees of BKI.

3.2 Each member of the Audit & Risk Committee is entitled to rely on executives of BKI and the Investment Manager on matters within their responsibility, and on external professionals on matters within their areas of expertise, and may assume the accuracy of information provided by such persons, so long as he or she is not aware of any reasonable grounds upon which such reliance or assumption may be inappropriate.

3.3 The Board may rely upon information provided by the Committee and its members, in relation to matters within the Committee’s responsibility under the terms of this charter, provided that is has evaluated all the information and is not aware of any reasonable basis upon which to question its accuracy.

3.4 Management of BKI is responsible for the preparation, presentation and integrity of the Group’s financial statements. Management is responsible for implementing and maintaining appropriate accounting and financial reporting principles and policies and procedures on internal controls designed to assure compliance with accounting standards, applicable laws and other regulations.

3.5 The external auditors are responsible for planning and carrying out each audit and review, in accordance with applicable auditing standards. The external auditors are accountable to shareholders through the Audit & Risk Committee.

4. Duties of the Audit & Risk Committee

4.1 The following duties are structured in accordance with the Committee’s purposes:

(a) With respect to the external auditors:

(i) select, evaluate and replace as necessary the external auditor;

(ii) review and agree the annual audit engagement letter;

(iii) approve the fees charged for audit and review services;

(iv) determine categories of non-audit services that may be provided by the external auditor;

(v) provide approval of all non-audit services that are to be undertaken by the external auditor;

(vii) review and provide oversight of audit reports prepared and issued by the external auditors on Group financial statements and activities;

(viii) consider and review reports prepared by the external auditor on critical accounting policies, all alternative treatments of financial information permitted under Australian Equivalents to International Financial Reporting Standards, and all other written communication between the external auditor and management;

(ix) resolve any disagreements between the external auditor and management regarding BKI’s financial reporting;

(x) discuss with the external auditors any relationship that may impact their objectivity and independence;

(xi) ensure that the external auditors prepare and deliver an annual statement as to their independence which includes details of all relationships with BKI;

(xii) annually review the effectiveness of the external auditor; and

(xiii) and ensure the external audit engagement partner and review partner be rotated every five years.

(b) With respect to financial reporting:

(i) receive from management and the external auditors a timely analysis of significant financial reporting issues and practices and review such analyses;

(ii) review the full-year and half-year audited financial statements, earnings press releases, other financial information being made public, any significant matters arising from the audit, management judgements and accounting estimates, and significant changes to BKI’s auditing and accounting principles, policies, controls, procedures and practices with management and external auditors;

(iii) discuss the critical accounting policies with external auditors and management;

(iv) review the certification provided by the Chief Executive Officer and the Chief Financial Officer (or equivalents) on annual and half yearly reports and review the processes that were used to reach the opinion provided in the certification;

(v) ensure the financial statements include disclosure covering governance issues in accordance with the requirements of regulators; and

(vi) review the form of opinion that the external auditors propose to render.

(e) With respect to due diligence procedures:

(i) discuss any reports prepared in relation to issues of shares, debt securities, or other instruments requiring the issue of a prospectus, where the prospectus is issued by the BKI Group;

(ii) discuss reports on the BKI Group prepared for prudential supervisors or other regulators; and

(iii) consider any reports prepared by external auditors in relation to the above due diligence procedures.

(f) With respect to corporate governance:

(i) develop and promulgate rules on the employment by BKI of members of the external audit firm; and

(ii) ensure that BKI has received an executed Code of Conduct from the Chief Executive Officer and the Chief Financial Officer (or equivalents) and the Investment Manager.

(g) With respect to reporting:

(i) review the Audit & Risk Committee Charter annually, and recommend any changes to the Board of Directors;

(ii) provide a self-assessment of the effectiveness of the Audit & Risk Committee at least annually;

(iii) ensure the Audit & Risk Committee Charter is available on the BKI web site, and that all shareholders are informed at least annually of the location of the Audit & Risk Committee Charter; and

(iv) report to the Board on the activities of the Audit & Risk Committee.

(h) With respect to internal controls:

(i) review the effectiveness and efficiency of operations;

(ii) assess the reliability of financial reporting;

(iii) ensure compliance with applicable laws and regulations; and

(iv) review in a general manner the Company’s policies with respect to risk assessment and risk management.

5. Eligibility

5.1 The Audit & Risk Committee shall appoint one of its members, other than the Chairman of the Board, to serve as its chairman.

5.2 The majority of the Audit & Risk Committee members must be independent non-executive directors.

5.3 The independence criteria set out in the Board Charter will apply to determining eligibility of Audit & Risk Committee members.

5.4 Each member of the Audit & Risk Committee must be appropriately financially literate (as such qualification is interpreted by the Board in its business judgement) and have a strong understanding of the industry in which the Company operates.

5.5 The Chairman of the Audit & Risk Committee will be a ‘financial expert’. A financial expert is a person who, as a result of education and experience as a public accountant or auditor or as the principal financial officer, controller or principal accounting officer of a Company, has an understanding of financial statements, and Australian Equivalents to International Financial Reporting Standards, and experience in preparing or auditing financial statements of companies comparable to BKI, in the application of GAAP to accounting for estimated, accruals and reserves, in internal accounting controls and in the functioning of audit committees.

6. Meetings

6.1 The Audit & Risk Committee will meet at least two times annually, and more frequently if it deems necessary.

6.2 Representatives of management and of the external auditors may be invited to attend part or all of any meeting of the Audit & Risk Committee. The Committee may request certain parties to withdraw from any part of the meeting, and may request any officer or employee of the Company, the Investment Manager or the external auditors to attend a meeting.

6.3 The Audit & Risk Committee will meet at least once annually with the external auditors, in the absence of management. The Audit & Risk Committee will request the external auditor to advise it whether any officer of BKI or the Investment Manager has taken any action to improperly influence, coerce, manipulate or mislead any member of the external audit team for the purpose of rendering the financial statements materially misleading.

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NOMINATIONS COMMITTEE CHARTER

1. Purpose
2. Powers of the Nominations Committee
3. Duties of the Nominations Committee
4. Meetings
5. Delegation to Subcommittee
6. Board Composition

1. Purpose

The Nominations Committee is established by the Board of Directors. The purpose of the Nominations Committee is to:

(a) assess the membership of the Board having regard to present and future needs of the Company

(b) assess the independence of directors to ensure the majority of the Board are independent directors

(d) oversee Board succession

(d) evaluating Board performance

2. Powers of the Nomination Committee

The Nominations Committee has the ability to direct any special investigation deemed necessary and to consult independent experts where considered necessary to carry out its duties. Costs of such consultations are borne by BKI.

3. Duties of the Nominations Committee

The following duties are structured in accordance with the Nominations Committee’s purposes:

(a) To make recommendations to the Board from time to time as to changes that the Committee believes to be desirable to the size of the Board.

(b) To identify individuals believed to be qualified to become Board members and to recommend such candidates to the Board. In nominating candidates, the Committee shall take into consideration such factors as it deems appropriate. These factors may include judgement, skill, diversity, experience with business and other organisations of comparable size, the interplay of the candidate’s experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board.

(c) To identify Board members qualified to fill vacancies on any committee of the Board (including the Committee) and to recommend that the Board appoint the identified member or members to the respective committee. In nominating a candidate for committee membership, the Committee shall take into consideration the factors set forth in the charter of the committee, if any, as well as any other factors it deems appropriate, including without limitation the consistency of the candidate’s experience with the goals of the committee and the interplay of the candidate’s experience with the experience of other committee members.

(d) Establish procedures for the Committee to exercise oversight of the evaluation of the Board and management.

(e) Recommend to the Chairman of the Board the appropriate process for evaluation of the performance of each director.

(f) Any other duties or responsibilities expressly delegated to the Committee by the Board from time to time relating to the nomination of Board and committee members.

(g) Oversee Board succession.

4. Meetings

The Nominations Committee will meet at least once annually, and more frequently if it deems necessary.

5. Delegation to Subcommittee

The Nominations Committee, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.

6. Guidance to Board Composition

6.1 The majority of the Board must be independent directors

6.2 BKI is to maintain a mix of directors on the Board from different backgrounds with complementary skills and experience

6.3 The Nominations Committee must seek to ensure:

(a) membership represents an appropriate balance between directors with experience and knowledge of BKI and directors with an external perspective; and

(b) the size of the Board is conducive to effective discussions and efficient decision making.

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REMUNERATION COMMITTEE CHARTER

1. Purpose

2. Powers of the Remuneration Committee

3. Duties of the Remuneration Committee

4. Meetings

5. Delegation to Subcommittee

1. Purpose

1.1 The Remuneration Committee is established by the Board of Directors. The purpose of the Remuneration Committee is to:

(a) review and recommend to the board for approval policies for remuneration programs appropriate for BKI;

(b) review and make recommendations to the Board in respect of the administration of BKI’s remuneration programs;

(c) review and make recommendations to the Board in respect of the remuneration of senior executive officers and non-executive directors; and

(d) prepare for approval by the Board any report on executive remuneration that may be:

(i) required by any listing rule, legislation, regulatory body, or other regulatory requirement; or

(ii) proposed for inclusion in BKI’s annual report,

and to report regularly to the Board on each of the above matters.

2. Powers of the Remuneration Committee

2.1 The Remuneration Committee has the ability to direct any special investigations deemed necessary and to consult independent experts where considered necessary to carry out its duties. Costs of such consultations are borne by BKI.

3. Duties of the Remuneration Committee

3.1 The following duties are structured in accordance with the Remuneration Committee’s purposes:

(a) In consultation with senior management, review and recommend to the Board for approval BKI’s general approach to remuneration, and oversee the development and implementation of remuneration programs.

(b) Review and recommend to the Board for approval corporate goals and objectives relevant to the remuneration of the Chief Executive Officer and all other Executive management;

(d) recommend to the Board the remuneration level for each Executive based on this evaluation. In determining the long-term incentive component of Executive remuneration, the Remuneration Committee shall consider, among other factors, BKI’s performance and relative shareholder return, the value of similar incentive awards to Executives at comparable companies, the awards given to each Executive in past years, and any other factors that the committee determines is appropriate.

(e) recommend to the Board other terms of employment for each Executive offficer.

(f) Approve any statement on BKI’s remuneration policy and executive remuneration disclosures that may be:

(i) required by any listing rule, legislation, regulatory body, or other regulatory requirement; or

(ii) proposed for inclusion in BKI’s annual report.

(g) Review the remuneration of non-executive directors annually.

(h) Review any transaction between the organisation and the directors, or any interest associated with the directors, to ensure the structure and terms of transaction are in compliance with the Corporations Act 2001 and are appropriately disclosed.

4. Meetings

4.1 The Remuneration Committee will meet at least once annually, and more frequently if it deems necessary.

4.2 Representatives of management may be invited to attend part or all of any meeting of the Remuneration Committee. The Remuneration Committee may request certain parties to withdraw form any part of the meeting. No employee, including the Chief Executive Officer, should attend any meeting where their performance or remuneration are discussed, unless specifically invited by the Remuneration Committee.

5. Delegation to Subcommittee

5.1 The Remuneration Committee may, in its discretion, delegate any of its duties and responsibilities to a subcommittee of the Committee.

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BOARD CHARTER

Contents
1. Introduction
2. Purpose and Role
3. Powers
4. Specific Responsibilities
5. Board Membership
6. Independence
7. Meetings
8. Board Committees
9. Self Assessment
10. Procedures for Handling a Conflict of Interest

1. Introduction

1.1 In carrying out its responsibilities and powers as set out in this Charter, the Board will at all times recognise its overriding responsibility to act honestly, fairly, diligently and in accordance with the law in serving the interests of BKI’s shareholders, as well as its employees, clients, and the community. It will work to promote and maintain an environment within BKI that establishes these principles as basic guidelines for all of its employees and representatives at all times.

2. Purpose and Role

2.1 The Board is responsible for:

(a) charting the direction, strategies and financial objectives for BKI and monitoring the implementation of those policies, strategies and financial objectives;

(b) monitoring compliance with regulatory requirements and ethical standards; and

(d) appointing and administering the contractual performance of the Investment Manager.

2.2 In performing the responsibilities set out above the Board should act at all times:

(a) in a manner designed to create and continue to build sustainable value for shareholders; and

(b) in accordance with the duties and obligations imposed upon them by the Constitution and by law.

3. Powers

3.1 In addition to matters expressly required by law to be approved by the Board, powers specifically reserved for the Board are as follows:

(a) appointment of a Chief Executive Officer and determination of his or her terms and conditions (including remuneration);

(b) appointment of an Investment Manager, and determination of the terms and conditions of the Investment Management Agreement governing the appointment, including remuneration;

(c) approval of any matters in excess of discretions that it may have delegated to a Chief Executive Officer, Investment Manager and/or other Company executives in relation to credit transactions, market risk limits and expenditure; and

(d) Approvals of each of the following:

(i) the strategic plan, at least annually;

(ii) the budget, at least annually;

(iii) the remuneration and conditions of service including financial incentives for any executive directors and the Company Secretary, at least annually;

(iv) significant changes to organisational structure and the appointment of such senior officers or external advisors and managers as the Board may determine;

(v) the acquisition, establishment, disposal or cessation of any significant business of BKI;

(vi) the issue of any shares, options, equity instruments or other securities in BKI;

(vii) any public statements which reflect significant issues of BKI policy or strategy; and

(viii) any changes to the discretions delegated from the Board.

4. Specific Responsibilities

4.1 The Board has a specific responsibility for:

(a) contributing to the development of and approving the corporate strategy

(b) reviewing and approving business results, business plans, the annual budget and financial plans

(d) ensuring the maintenance of credit quality

(e) ensuring regulatory compliance

(f) reviewing internal controls

(g) monitoring and influencing the culture, reputation and ethical standards of the Company

(h) ensuring adequate risk management processes

(i) monitoring the Board composition, director selection and Board processes and performance

(j) overseeing and monitoring:

Organisational performance and the achievement of the Company’s strategic goals and objectives
Compliance with the Company’s code of conduct
Progress of significant corporate projects

(k) monitoring financial performance including approval of the annual report and half-year financial reports

(l) contributing to the performance assessment for the members of the senior executive team including the Chief Executive Officer and other senior management

(m) appointing, managing and assessing the performance of any Investment Manager

(n) ensuring there are effective management processes in place and approving major corporate initiatives

(o) enhancing and protecting the reputation of the Company

(p) reporting to shareholders

4.2 Responsibilities specifically delegated to Company Executives and/or the Investment Manager include:

(a) organisation and monitoring of the investment portfolio

(b) managing organisational performance and the achievement of the Group’s strategic goals and objectives

(d) management of internal controls

(e) appointment, management and assessing the performance assessment of other staff

5. Board Membership

5.1 The Board should comprise a majority of non-executive directors who satisfy the criteria for independence as stated in Section 6 below.
5.2 The directors shall appoint a chairperson of the Board.

6. Independence

6.1 In accordance with Corporate Governance Principles and Recommendations (4th Edition) released by the Australian Stock Exchange Corporate Governance Council, the examples of interests, positions, associations, and relationships that might cause doubts about the independence of a director include if the director:

(a) is, or has been, employed in an executive capacity by the entity or any of its child entities and there has not been a period of at least three years between ceasing such employment and serving on the Board;(b) receives performance-based remuneration (including options or performance rights) from, or participates in an employee incentive scheme of, the entity;

(c) is, or has been within the last three years, in a material business relationship (eg as a supplier, professional advisor, consultant or customer) with the entity or any of its child entities, or is an officer of, or otherwise associated with, someone with such a relationship;

(d) is, represents, or is or has been within the last three years an officer or employee of or professional advisor to, a substantial security holder of the entity. [In accordance with Section 9 of the Corporations Act, a substantial shareholder holds greater than 5% of BKI’s issued capital];

(e) Has close personal ties with any person who falls within any of the categories described above; or

(f) has been a director of the entity for such a period that their independence from management and substantial holders may have been compromised.

6.2 In each case, the materiality of interest, position, association or relationship needs to be assessed to determine whether it might interfere, or might reasonably be seen to interfere, with the director’s capacity to bring an independent judgement to bear on issues before the board and to act in the best interest of the entity and its security holders generally.

6.3 Materiality for these purposes is determined on both quantitative and qualitative bases. An amount of over 5% of annual turnover of the Company is considered material. In addition, a transaction of any amount or a relationship is deemed material if knowledge of it impacts the shareholders’ understanding of the director’s performance.

7. Meetings

7.1 Board and Committee papers should where possible be provided to directors at least four days prior to the relevant meeting.

7.2 The non-executive directors should meet at least once each year for private discussion of management issues.

7.3 The Board should meet formally at least 6 times per year. In additional the Board will meet whenever necessary to deal with specific matters needing attention between the scheduled meetings.

8. Board Committees

8.1 The Board may from time to time establish Committees to assist it in carrying out its responsibilities, and shall adopt Charters setting out matters relevant to the composition, responsibilities and administration of such committees, and other matters that the Board may consider appropriate.

8.2 The Board shall as a minimum establish the following Committees (with discretion as to whether some committees are joint committees), and shall adopt Charters setting out all matters relevant to the composition, responsibilities and administration of those Committees:

(a) Audit & Risk Committee;

(b) Investment Committee;

(d) Nomination Committee.

9. Self Assessment

9.1 The Board and committees shall each undertake an annual performance evaluation of themselves that:

(a) compares the performance of the Board/committee with the requirements of it’s Charter;

(b) sets forth the goals and objectives of the Board/committee for the upcoming year; and

9.2 The performance evaluation shall be conducted in such manner as the Board/committee deems appropriate.

9.3 The Chair of the Company must annually assess the performance of each director and meet privately with each director to discuss this assessment.

9.4 The Chair’s performance is to be reviewed by the Board annually.

10. Procedures for Handling a Conflict of Interest

10.1 A Director who has:

(a) a material personal interest in a matter which relates to the affairs of the company; or

(b) any other interest which the Director believes is appropriate to disclose in order to avoid an actual conflict of interest or the perception of a conflict of interest,

may not be present at a meeting when the matter is being considered, and may not vote on the matter.

The minutes of the meeting should record the decision taken by the Directors who do not have an interest in the matter.

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DIRECTOR REMUNERATION POLICY

1. Introduction and purpose

2. Policy

3. Procedure

4. Compensation structure

5. Exclusions

1. Introduction and purpose

The adopted BKI Investment Company Pty Limited (“BKI”) Remuneration Committee Charter continues unchanged. This document outlines the policy and procedure the Company will follow in the determination of remuneration for its non-executive directors including director fees; committee chair fees; committee membership fees, and special exertion fees to be paid for services provided to the Company over and above their duties as non-executive directors (“special exertion fees”).

2. Policy

As a publicly listed Company, the Board of BKI has an ongoing requirement to recruit and retain a suitable number of adequately qualified and experienced non-executive directors to deliver the commercial expectations of its shareholders, to achieve the governance and oversight required of it and to do so at reasonable cost.

The Remuneration Committee is responsible for recommending to the Board the appropriate remuneration for directors.

The Company’s policy is to pay its directors at or below the median market rate of fees paid by similar sized companies, in similar or related industries to itself, cognisant of the frequency and duration of meetings also being comparable.

The Company adopts a similar policy with respect to Chair fees, committee membership fees and special exertion fees.
The Company does not pay performance related incentives to its non- executive directors.

3. Procedure

On an annual basis the Remuneration Committee will establish the current market ranges for non-executive director remuneration and any changes in current best practice. To assist it in this process the Committee may procure commercially available data, appoint and retain expert advisers, or utilise information in the business press and/or the knowledge of its members.

Non-executive directors’ fees will be benchmarked whenever it is deemed appropriate.

At least once a year the Remuneration Committee will recommend to the Board whether any change in the quantum or the packaging of remuneration is needed to meet the Company’s policy objectives.

Whenever there is a recommended change in the overall quantum of remuneration paid to the non-executive director group as a whole, the Remuneration Committee will also confirm to the Board that the remuneration intended to be paid to non-executive directors falls within the fee cap approved by shareholders. Whenever necessary, the Remuneration Committee will recommend to the Board the extent to which the cap should be increased at a subsequent meeting of shareholders to facilitate the Company’s policy objectives in the medium term.

4. Compensation structure

The Company favours a fixed cash fee basis for the payment of non- executive directors. Those members who serve as Chairs of Committees may receive an additional fee if determined by the Remuneration Committee.

The Company will not offer to non-executive directors any of the following:

• performance related incentive payments, or

• performance related incentive plan participation, or

• retirement benefits other than statutory superannuation payments

5. Exclusions

This policy does not cover the determination of remuneration for executive directors. Remuneration for executive directors is covered by a separate policy “BKI Executive Remuneration Policy”.

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POLICY AND PROCEDURE FOR SELECTION AND APPOINTMENT OF DIRECTORS

TABLE OF CONTENTS

1.0 INTRODUCTION AND PURPOSE

2.0 POLICY

3.0 PROCEDURE

3.1 Regular review of Board composition

3.2 Requirements of potential directors

3.3 Selecting a candidate

3.4 Appointment of director

3.5 Requirements after director is appointed

3.6 Letter of appointment

4.0 Board skills matrix

1.0 INTRODUCTION AND PURPOSE

This document outlines the policy and procedure BKI Investment Company Limited
(“BKI”, “the Company”) will follow in appointing a new director.
The Board should have sufficient Directors to discharge its obligations but no more than 10. The majority of the Board should be independent, or be able to bring independent judgement to bear in the execution of their duties.

2.0 POLICY

To ensure the Board of BKI consists of members with the range of skills and qualities to meet its primary responsibility for promoting the success of BKI and its subsidiaries (“the Group”) in a way that ensures the interests of shareholders and stakeholders are promoted and protected.

Retiring directors are not automatically re-appointed. Directors are appointed for a period of no more than three years and are subject to the selection and appointment procedures outlined below.

Board renewal is assured through a policy of regular Board skills matrix review (3.1.1. and 4.0) and special requirements for nomination after a director has served 9 years and/or three terms of office.

The Nomination Committee is responsible for recommending to the Board the appointment or re-appointment of all directors.

3.0 PROCEDURE

Directors should ensure the Company is properly managed to protect and enhance shareholder value, to meet the Company’s obligations to all stakeholders including shareholders, and to comply with all the Company’s legal obligations including compliance with the Corporations Act and ASX Listing Rules. In carrying out this duty, the Board should always be mindful of the need for establishing a Board that enhances the efficient and effective running of the Group. The following procedure is to be followed in selecting and appointing a new director to the Board of BKI:

3.1 Regular review of Board composition

The Nomination Committee will regularly (at least annually) review the size and composition of the Board. This review should consider:

3.1.1 The Board’s current skills and qualities compared to the desired skills matrix outlined in Section 4; and

3.1.2 The needs of the Company for the current business structure as well as considering the future; and

3.1.3 The balance of independence.

3.2 Requirements of potential directors

Potential Board candidates should:

3.2.1 Complement the current board composition – i.e. is there an appropriate mix of directors with financial expertise and relevant industry experience?

3.2.2 Have the required skills, knowledge and expertise to add value to the Board.

3.2.3 Provide the Board with further competencies and be able to provide independent and objective advice.

3.2.4 Have no material conflicts of interest with the Company.

3.2.5 Have a reputable standing in the business community.

3.2.6 Be able to commit the necessary time to their position. In general, the maximum number of directorships or equivalent positions for an individual should not exceed five, unless the director can clearly demonstrate that they have the time to commit to additional appointments. Each non-executive director should specifically acknowledge to the Company prior to appointment or being submitted for election that they will have sufficient time to meet what is expected of them.

3.3 Selecting a candidate

3.3.1 The Nomination Committee will generate a list of potential candidates. This list can be developed using the Nomination Committee members’ networks or by using the services of an independent executive search firm.

3.3.2 The Nomination Committee will review the list of candidates to ensure they meet the requirements of the selection criteria and reflect the Board policy with respect to diversity. If no clear candidate stands out then a short list will be prepared and Nomination Committee members will interview each short-listed candidate. The Nomination Committee will then recommend to the Board the preferred candidate to become a director of the Company.

3.3.3 Where there is a choice to be made between candidates, the Board has a responsibility to shareholders to enable a fair and professional comparative assessment of the candidates’ skills and experience in light of identified Board needs and to advise shareholders about the outcome of that assessment, with the objective that the election will result in the Board having the best mix of available skills to deal with the circumstances facing the Company. As such, the Board will, in a Notice of Meeting, recommend to shareholders eligible to vote any candidate/s it considers will best fit the current identified needs of the Board. If there are “open” proxy votes, the chairperson of the meeting will exercise those votes in favour of the Board’s recommended candidate/s.

3.3.4 Once the Board has agreed on the preferred candidate to become a director, that person should be approached by the Chairman of the Company and/or the Chairman of the Nomination Committee, as most appropriate in the particular circumstance, to provide a signed consent to act as a director of the Company.

3.4 Appointment of director

3.4.1 The appointment of directors is to include the determination of the terms, conditions, responsibilities and expectations of the position such that any potential candidate can fit the criteria which satisfy the objective of the appointment.

3.4.2 Non-executive directors should be appointed subject to the Company’s constitution, ASX Listing Rules and Corporations Act provisions.

3.4.3 The ultimate decision about who is elected to the Board is to be made by the shareholders.

3.4.4 Candidates’ qualifications, professional experience and assertions will be verified prior to appointment, including but not limited to:

• Professional qualifications directly with the issuing institutions

• All current board, executive and other relevant positions and assertions directly with the chair and/or most senior manager as appropriate

• Professional assertions with referees, including at least one director/manager to whom the candidate reported. Referee profiles and contact details are retained.

• Criminal record and bankruptcy history

3.4.5 The Board must provide shareholders with all material information in the Company’s possession relevant to a decision whether to elect or not to elect a director.

3.5 Requirements after director is appointed

3.5.1 Upon a candidate/s accepting nomination or appointment, the Nomination Committee is responsible for ensuring that all nomination and appointment procedures comply with the Company’s constitution and the Corporations Act. The Nomination Committee is to forward any recommendation for appointment or removal of a director to the Board for consideration and further action.

3.5.2 The Company Chair and the Portfolio managers appointed by BKI’s Investment Manager are responsible for ensuring that the new director is inducted and that they have every opportunity to increase their knowledge about the Company to ensure that they can participate in an effective manner in Board deliberations. This process is to be monitored by the Nomination Committee.

3.5.3 The chairperson of the Nomination Committee is responsible for ensuring that all appropriate documentation in relation to the appointment is finalised. This includes such items as minutes, voting and contract documentation.

3.5.4 If the appointment is made between general meetings, the agreed candidate is to be appointed to fill a casual vacancy or as an addition to the Board. In accordance with the constitution of BKI, the director then holds office until the next annual general meeting and is eligible for election at that meeting.

3.5.5 ASIC must be notified within 28 days of the appointment of a director to the Board.

3.5.6 Under Listing Rule 3.16.1, the ASX must be notified immediately when there has been a change of Chairperson or appointment/resignation of a Director.

3.6 Letter of appointment

Once a candidate has given their formal consent and the Board has resolved to appoint them as a director, the Company will send out a letter of appointment. This appointment letter should include the following:

• The term of the appointment, including period, commencement date, the need to retire at the next annual general meeting (if applicable) and then by rotation, at least every three years.

• Board’s expectations of the Director.

• Expected time commitment.

• Special duties relating to the Director’s special knowledge and experience.

• Induction process

• Procedure regarding conflict of interest

• Remuneration

• Superannuation arrangements

• Insurance arrangements

4.0 Board skills matrix

The Board has determined that the following skills are required for an effective Board. Maintaining this skills matrix, which will be reviewed from time to time by the Nomination Committee, is considered desirable in the selection of Directors:

• Experience in chairing boards, particularly for ASX-Listed entities

• Accounting experience

• Sufficient experience to enable them to act as chair of the audit committee

• Experience in determining remuneration, with sufficient experience to enable them able to act as chair of the Nomination Committee

• Knowledge of the investment industry

• Knowledge and experience in managing investment funds for third parties

• Experience of doing business across a wide variety of Australian industries

• Network of contacts across a broad range of Australian businesses and industry groups

• Broad knowledge of and insight into Australian and international economic conditions and trends

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CODE OF CONDUCT

This Code of Conduct sets ethical standards for officers, directors, employees, agents, and contractors of BKI Investment Company Limited (“BKI”), and any other party representing BKI (collectively, “Representatives”). Representatives will pursue the highest standards of ethical conduct in the interests of BKI shareholders and all other stakeholders.

The following six principles govern their conduct. Representatives:

Honesty and Integrity

• shall act honestly and with integrity in all of their dealings for the company.
• will not discriminate on the grounds of people’s race, religion, gender, marital status or disability.
• will at all times deal fairly and in good faith with BKI investors, suppliers, competitors, as well as with work colleagues and other parties.
• will ensure their conduct at all times is such that their honesty is beyond question.
• shall adhere to the truth, and not mislead directly or indirectly nor make false statements, nor mislead by omission.
• will protect BKI’s reputation and assets.

Personal Transactions

• personal or other business dealings will be kept separate from their dealings as a Representative of BKI.
• shall not use the name of BKI to further any personal or other business transaction.
• shall use goods, services and facilities provided to them by BKI, strictly in accordance with the terms on which they are provided.

Confidentiality of Information

• will ensure that confidential information relating to BKI investors, work colleagues, suppliers and BKI’s operations is properly protected and not disclosed to third parties, unless allowed or required under relevant law or regulation.
• will not use information obtained by them as a Representative of BKI for personal financial gain, nor will that information be used to obtain financial benefit for any other person or business.
• shall respect the privacy of others.

Disclosure of Interests

• shall fully disclose active private or other business interests promptly and any other matters which may lead to potential or actual conflicts of interest in accordance with such policies that the BKI Board may adopt from time to time.
• shall fully disclose all relationships they have with BKI in accordance with policies on independence that the BKI Board may adopt from time to time.
• will always deal with BKI at arm’s length to avoid the possibility of actual or perceived conflicts of interest.

Payments, Gifts, Entertainment and Travel

• shall not use their status as a Representative of BKI to seek personal gain from those doing business or seeking to do business with BKI, or from any other person or company.
• shall not accept any personal gain of any material significance if offered.
• will not accept any personal cash payments from third parties when acting on behalf of BKI.

Abiding by the Law

• shall abide by the law at all times.
• will not knowingly take any action, nor allow any omission, that will breach any law or regulation (including insider trading laws) of the country in which I work.
• will comply with all statutory disclosure requirements.
• will immediately report, to an appropriate officer of BKI, knowledge of any actual or potential breaches of the law or this Code by BKI or a BKI representative.

I understand that if I breach any law or provision of this Code, the breach will be investigated, which could result in disciplinary action, including termination of my contractual relationship with BKI.

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REPORT ON GENDER DIVERSITY

For the period ended 30 June 2022

Overview:

The Board of BKI Investment Company Limited (BKI) is committed to appointing employees, Directors and other Officers based on merit, free from positive or negative bias on any ground including gender.

BKI currently has five Non-executive Directors, and three Company Officers (Company Secretaries) appointed on a contract basis through Corporate & Administrative Services Pty Limited (CAS) and Contact Asset Management Pty Limited (Contact). CAS was solely responsible for these services up to the end of May 2022. BKI has appointed an external asset manager, Contact, to manage its investment portfolio. This minimalist organisational structure, combined with low Director and Executive turnover, has been a significant driver in the successful establishment of a business model that continues to deliver solid shareholder returns combined with low investment risk while maintaining a competitive cost structure.

The Board has previously determined that, given the current organisation structure, the most appropriate short-term objectives for addressing gender diversity are not numerical gender targets, but rather the implementation of workplace policies and practices that facilitate workplace diversity. Following this determination, the Company updated its workplace policies and practice, and the Board of BKI believes the Company has in place a suite of policies and practices that will ensure that when new employees or Board members are required, the Company will recruit from a diverse pool of potential employees or Directors, all of whom have skill sets appropriate for the role in question. The Company is also confident that Contact which effectively provides management services to BKI, have in place a similar suite of policies and practices.

The company will continue to monitor and update these policies and procedures where it identifies areas of potential improvement.

Measurable Objectives for Period ended 30 June 2022

Given the above, the Board of BKI did not set any new measurable objectives for the period ended 30 June 2022

Respective proportions of women and men in senior executive positions, on the Board, and across the organisation as a whole

Role	Female Total	Male Total	Female %	Male %
Directors	1	4	20%	80%
Executive Employees	Nil	Nil	N/A	N/A
Other Employees	Nil	Nil	N/A	N/A
Other Officers (Contracted*)	2	1	66.6%	33.3%
Total Employees and Officers	3	5	37.5%	62.5%

* through Corporate & Administrative Services Pty Limited and Contact Asset Management Pty Limited

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Continuous Disclosure & Shareholder Communication Policy

1. INTRODUCTION AND PURPOSE

The BKI Continuous Disclosure & Shareholder Communication Policy is designed to ensure that:

There is full and timely disclosure of BKI’s activities to shareholders and the market, in accordance with BKI’s legal and regulatory obligations; and
All stakeholders (including shareholders, the market and other interested parties) have an equal opportunity to receive and obtain externally available information issued by BKI.

The Policy reflects BKI’s obligation to comply with the disclosure requirements of the listing rules of the Australian Stock Exchange (“ASX”) as well as relevant Corporations Legislation.

The Policy is reviewed regularly to ensure that the Policy reflects any legislative or regulatory requirements or “best practice” developments.

Disclosure Principle

2.1. Announcement of Price Sensitive Information

BKI will immediately notify the market of any “price-sensitive” information concerning BKI in accordance with legislative and regulatory disclosure requirements.

Information will be “price-sensitive” if a reasonable person would expect that information to have a material effect on the price or value of BKI’s securities.

A reasonable person would be taken to expect information to have a material effect on the price of BKI’s securities, if the information would, or would be likely to, influence investors in deciding whether to buy, hold or sell BKI securities.

Events which are judged to have a possible material effect on the price or value of BKI shares, include:

financial performance, and material changes in financial performance or projected financial performance changes in Board directors and senior executives
a change or proposed change to the company’s Investment Manager, or a material change in the terms of the appointment of the incumbent Investment Manager
mergers, corporate acquisitions or divestments
material changes in BKI’s shares or debt securities
proposed changes in the Company’s Investment strategy
material changes in service lines
media or market speculation
industry issues which have, or which may have, a material impact on BKI

Where there is doubt over whether an issue might materially affect the price or value of BKI’s shares, the Board of directors will assess the situation with senior executives and the Investment Manager, and where needed will seek external advice.
Price-sensitive information will be disclosed to the Australian Stock Exchange. Disclosures to the market will then be placed on BKI’s web site within 24 hours of the announcement.

2.2. Exceptions to the Continuous Disclosure Principle

In accordance with the Australian Stock Exchange Listing Rule 3.1, BKI is not required to disclose price-sensitive information concerning BKI if:

a reasonable person would not expect the information to be disclosed; and
the information is confidential; and
the information is of a kind exempted by Listing Rule 3.1A.3 (eg. Where the information is insufficiently definitive to warrant disclosure; concerns an incomplete negotiation or proposal; is generated for internal management purposes; or its disclosure would breach a law).

2.3. Disclosure of Non-Price Sensitive Information

BKI commits to providing regular disclosure of information on ASX to ensure investors remain informed of the financial status of the Company and the implementation of Its investment Strategy. Regular ASX disclosures include, but are not limited to:

Appendix 4D and half-yearly report (usually released every January)
Appendix 4E and Annual Report (usually released every July)
Monthly NTA Reports (released by 14th of each following month)
Quarterly Reports (released approximately every three months)
Corporate Governance Statement (usually released every July)
Investor Presentations (released periodically, when the Company believes it to be appropriate)

3. DISCLOSURE RESPONSIBILITIES AND PROCEDURES

BKI has designated the Chairman and the Company Secretary as the “Disclosure Officers”.

The Disclosure Officers have the responsibility for reviewing proposed disclosures and making decisions in relation to what information can or should be disclosed to the market.

All BKI officers, employees, contractors or other representatives, including the Investment manager and its employees (together, “Representatives”) are required to inform the Disclosure Officers of any potentially “price-sensitive’ information concerning BKI as soon as they become aware of it. Representatives may speak to the Disclosure Officers if they are in doubt as to whether information is potentially “price-sensitive”.

No Representatives are permitted to comment publicly on matters confidential to BKI. Any information which is not public should be treated as confidential until publicly released.

3.1. Trading halts

BKI may request a trading halt from the ASX in order to prevent trading in BKI’s securities by an inefficient and ununiformed market. Such circumstances may include:

if confidential price sensitive information is prematurely or inadvertently made public (for instance during a merger or take over) and where immediate release cannot be made which would fully inform the market, it may be necessary to consider a trading halt to enable BKI to make a complete announcement to the market.

The Disclosure Officers are authorised to determine whether a trading halt will be requested.

3.2. Market speculation

In general, BKI will not respond to market speculation and rumours unless required to do so by law or the ASX.

4. VERIFICATION OF PERIODIC CORPORATE REPORTS & OTHER FINANCIAL DISCLOSURES

BKI implements the following review and verification procedures to ensure the integrity of financial disclosures it releases to the market:

4.1. Appendix 4D, Half-yearly Report, Appendix 4E, Annual Report

As required by Corporations Law and/or the ASX Listing Rules, prior to the release on ASX of each of these reports:

They are subject to review/audit by an external auditor appointed by the Board of BKI;
The Investment Manager and Administrative Manager provide declarations to the Board which attest, among other things, to the integrity of the Company’s internal controls, risk management and reporting systems
The reports, which are prepared by the Administrative Manager, are reviewed by the Audit and Risk Committee

4.2. Monthly NTA Reports

Prior to the release on ASX of each NTA & Monthly Report, each director independently reviews:

the NTA & Monthly Report itself
a monthly Finance Pack, containing detailed information about the financial performance of the company for the period and year to date, the current investments held by the Company and movements in investment for the year, and resulting performance metrics of the Company;
an analysis of Portfolio Returns and Total Shareholder Returns for BKI compared to market performance data

4.3. Investor Presentations

Prior to the release on ASX of any Investor Presentation, each director independently reviews:

the Investor Presentation
where the presentation includes a significant piece of new information, sufficient supporting documentation and accompanying commentary from the Investment Manager for the Directors to assess the integrity of the information

5. EXTERNAL COMMUNICATIONS

The Chairman, full Board or Company Secretary (as deemed appropriate) must approve all communication on behalf of BKI to the media, analysts and investors.

Every announcement released on ASX must contain explicit evidence as to which party has authorised that particular announcement.

All BKI directors and officers and representatives of the Company’s Investment manager automatically receive confirmation of ASX announcements following their release on ASX.

BKI will not disclose price-sensitive information to any investor or analyst before formally disclosing the information to the market.

Because of BKI’s obligation to notify the ASX before giving information to any other party, the Policy recognises that BKI will not release price-sensitive information under an embargo arrangement.

The Company’s Share Registry (Registry) provides BKI shareholders with the option of receiving certain communication from the Company and the Registry – including the Annual Report – either electronically or by physical mail.

The Investment Manager maintains a separate email database of BKI shareholders, which it uses to email reports and other announcements to investor following their lodgement on ASX.
The Company will encourage ongoing two-way communication with investors by providing sufficient contact information on the Company’s website and all formal disclosures made on the ASX. The Company will respond to all communications received from shareholders in a timely manner.

6. PARTICIPATION AT GENERAL MEETINGS

The Company will encourage participation by investors at the Annual General Meeting to ensure a high level of accountability and to ensure that investors remain informed about the Group’s performance and goals.

The Company will ensure that a Notice of Meeting is issued to investors within the required time frame, and containing sufficient information to make appropriate enquiries of the Company and come to an informed decision when voting at the Annual General Meeting.

The Company will ensure that sufficient time is set aside during the Annual General Meeting to provide investors with sufficient opportunity to question the Board and management on matters affecting the operation, management and oversight of the Company.

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CORPORATE GOVERNANCE STATEMENT

The Board of BKI Investment Company Limited (the Company) are committed to achieving and demonstrating the highest standards of corporate governance, and corporate governance arrangements for the Company are set by the Board having regard to the Corporate Governance Principles and Recommendations 4^thd Edition set by the ASX Corporate Governance Council (‘the ASX Principles and Recommendations”). Unless otherwise stated, the company complies with the ASX Principles and Recommendations.

The information in this statement is current as at 19 July 2022 and has been approved by the Board.

Principle 1 – Lay solid foundations for management and oversight

A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their performance.

	Recommendation	Status
1.1	A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and	The Company has a board charter that discloses this information. The Board Charter is available at: https://bkilimited.com.au/about-us/corporate-governance/#board
1.1	(b) those matters expressly reserved to the board and those delegated to management.	The Company has a board charter that discloses this information. The Board Charter is available at: https://bkilimited.com.au/about-us/corporate-governance/#board
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive, or putting someone forward for election as a director; and	The entity does not employ executives. The company’s Policy & Procedure for Selection and Appointment of Directors includes a requirement for appropriate checks, and is available at: https://bkilimited.com.au/about-us/corporate-governance/#selection
1.2	(b) 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 Company has complied with this requirement each year since listing in the information included in the Notice of Meeting issued to shareholders.
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Contracts confirming Appointment are in place for each director.
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 company secretary is accountable directly to the Board.
1.5	A listed entity should: (a) have and disclose a diversity policy;	The company’s Diversity Policy is available at: https://bkilimited.com.au/about-us/corporate-governance/#diversity
	(b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its Board, senior executives and workforce generally; and	The Company continues to have no employees and while new Director Ms Clarke was appointed in January 2022, the Board did not set measurable objectives for gender diversity for FY22.
	(c) disclose in relation to each reporting period (1) the measurable objectives set for that period for achieving gender diversity (2) the entity’s progress towards achieving those objectives, and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) 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 a Report on Diversity disclosing each of these requirements. The Report on Diversity is available at: https://bkilimited.com.au/about-us/corporate-governance/#diversityreport
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and	The Board Charter contains provisions that govern the annual performance evaluation of the Board
	(b) disclose for each reporting period, whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period	A performance evaluation was undertaken in accordance with that process in respect of 2022FY.
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives at least once every reporting period; and	The process for evaluating the performance of Key Management Personnel is outlined in the Remuneration Report included in the Annual Report
	(b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	A performance evaluation for Key Management Personnel was undertaken in accordance with that process in respect of 2022FY.

Principle 2 – Structure the board to be effective and add value

The Board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the industry in which it operates, to enable it to discharge its duties effectively and to add value.

	Recommendation	Status
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) 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	(1) The Company has a nomination committee with at least three members. (2) The Committee Chair is not independent. (3) The Committee Charter is located at: https://bkilimited.com.au/about-us/corporate-governance/#nominations (4) & (5) The committee members and details of meetings held are included in the 2022 Annual Report.
2.1	(b) 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.
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	The skills matrix is detailed in the Policy & Procedure for Selection and Appointment of Directors, which is located at : https://bkilimited.com.au/about-us/corporate-governance/#selection
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors;	During the year, five Directors formed the Board. The Board has assessed each Director against the criteria of independence set out in the Board Charter and also the ASX Principles and Recommendations and concluded that the majority, namely Mr Hall, Mr Huntley and Ms Clarke are independent. While Mr Millner and Mr Payne are not defined as independent, the Board considers them to be acting independently and in the best interests of the Group. Refer disclosure on independence on page 4 of this document and in the 2022 Annual Report
	(b) 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, or relationship in question and an explanation of why the board is of that opinion; and	Refer following disclosure on independence
	(c) the length of service of each director.	Disclosed in the 2022 Annual Report.
2.4	A majority of the board of a listed entity should be independent directors.	The Board comprises of a majority of Directors who are independent.
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.	The Chair, Mr Millner, is not the CEO of the entity, but is not an independent Director– refer following disclosure on independence.
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	The program for induction is outlined in the Policy & Procedure for Selection and Appointment of Directors, which is located at: https://bkilimited.com.au/about-us/corporate-governance/#selection The Nomination Committee considers the Board Skills Matrix at least annually to ensure the board as a whole and individual directors possess skills required by the Company, and the entire Board discusses developments in accounting and compliance requirements on an ongoing basis.

Director Independence

Mr Millner, although meeting other criteria and bringing independent judgement to bear on his role, is not defined as independent, primarily due to the fact that he is an officer of Washington H. Soul Pattinson and Company Limited, which is a substantial shareholder of the Company.

Mr Payne, although meeting other criteria and bringing independent judgement to bear on his role, is not defined as independent, primarily due to the fact that he was Chief Financial Officer of Brickworks Limited for 13 years until September 2016 and continues to provide services to that Company. Brickworks Limited is an associated entity of Washington H. Soul Pattinson and Company Limited, a substantial shareholder of the Company.

In relation to Director independence, materiality is determined on both quantitative and qualitative bases. An amount of over 5% of annual turnover of the Group is considered material. In addition, a transaction of any amount or a relationship is deemed material if knowledge of it impacts the shareholders’ understanding of the Director’s performance.

Recommendation 2.5 has not been followed because the Board believes that all Directors exercise and bring to bear an unfettered and independent judgement towards their duties. BKI listed on the Australian Stock Exchange on 12 December 2003 to take over the investment portfolio of Brickworks Limited and, given their long standing association with the BKI Portfolio, the Board is satisfied that Mr Millner and Mr Payne play an important role in the continued success and performance of the Group.

In accordance with the Corporations Act 2001, any member of the Board who has an interest that could conflict with those of the Company must inform the Board. Where the Board considers that a significant conflict exists, the Board will exercise its discretion as to whether the Director concerned should remain in the meeting but be required to refrain both from participating in the relevant discussion and voting on any matter relating to the conflict, or whether the Director concerned should remove themself from the meeting while the matter is considered.

Mr Millner and Mr Payne do not meet the criteria for independence in accordance with the ASX Principles and Recommendations, however, for the reasons stated above they can be considered to be acting independently and in the best interest of the Group in the execution of their duties.

Principle 3: Instil a culture of acting lawfully, ethically and responsibly

A listed entity should instil and continually reinforce a culture across the organisation of acting lawfully, ethically and responsibly.

	Recommendation	Status
3.1	A listed entity should articulate and disclose its values	The Company’s Value Statement is available at https://bkilimited.com.au/about-us/corporate-governance/#value
3.2	*A listed entity should:* (a) have and disclose a code of conduct for its directors, senior executives and employees; and	The Code of Conduct is available at: https://bkilimited.com.au/about-us/corporate-governance/#conduct
	(b) ensure that the Board or a committee of the board is informed of any material breaches of that code.	There were no code breaches during the year.
3.3	*A listed entity should:* (a) have and disclose a whistleblower policy; and	The Whistleblower policy is available at: https://bkilimited.com.au/about-us/corporate-governance/#whistleblower
	(b) ensure that the Board or a committee of the board is informed of any material incidents reported under that policy.	There were no material incidents reported during the year.
3.4	*A listed entity should:* (a) have and disclose an anti-bribery and corruption policy; and	The Anti-Bribery and Corruption policy is available at: https://bkilimited.com.au/about-us/corporate-governance/#abcpolicy
	(b) ensure that the Board or a committee of the board is informed of any material breaches of that policy.	There were no policy breaches during the year.

Principle 4: Safeguard the integrity of corporate reports

A listed entity should have appropriate processes to verify and safeguard the integrity of its corporate reports.

	Recommendation	Status
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) 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	(1) The Company has an audit committee with four members, all of whom are Non-Executive Directors and the majority of whom are independent. (2) The Committee Chairman is independent (3) The Committee Charter is located at https://bkilimited.com.au/about-us/corporate-governance/#audit (4) the qualifications and experience of all Directors are disclosed in the Directors’ Report in the 2022 Annual Report. (5) Details of meetings held are included in the 2022 Annual Report.
	(b) 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.
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 Company complies with this recommendation. The Company does not have a CEO or CFO, but a representative of the Investment Manager and the Company Secretary provide the required declaration on the basis that they perform the functions of CEO and CFO respectively for the purposes of this governance procedure.
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	These processes are disclosed in the entity’s Continuous Disclosure & Shareholder Communications Policy, a copy of which is located at: https://bkilimited.com.au/about-us/corporate-governance/#continuous

Principle 5: Make timely and balanced disclosure

A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price or value of its securities.

	Recommendation	Status
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under Listing Rule 3.1	The Company has a Continuous Disclosure & Shareholder Communications Policy, which is available at. https://bkilimited.com.au/about-us/corporate-governance/#continuous
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made	The Company’s ASXOnline profile is set up so Directors receive a copy of each ASX announcement lodged on the platform.
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	In accordance with the Company’s Continuous Disclosure & Shareholder Communication policy, the Company ensures that presentation materials for investors and analysts are released to the ASX before presentations are given.

Principle 6: Respect the rights of security holders

A listed entity should provide its security holders with appropriate information and facilities to allow them to exercise their rights as security holders effectively.

	Recommendation	Status
6.1	A listed entity should provide information about itself and its governance to investors via its website.	The Company complies with this recommendation.
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	This information is included in the Company’s Continuous Disclosure & Shareholder Communications Policy, which is available at: https://bkilimited.com.au/about-us/corporate-governance/#continuous
6.3	A listed entity should: disclose how it facilitates and encourages participation at meetings of security holders.	This information is included in the Company’s Continuous Disclosure & Shareholder Communications Policy which is available at: https://bkilimited.com.au/about-us/corporate-governance/#continuous
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holder are decided by a poll rather than by a show of hands.	At the Company’s 2021 AGM held 12 October 2021, every resolution was decided by a poll. The entity intends to continue this practice.
6.5	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 Company complies with this recommendation.

Principle 7: Recognise and manage risk

A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework.

	Recommendation	Status
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) 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	The Company has an Audit & Risk Committee, which has delegated authority for overseeing the Company’s Risk Management Framework. The Company also has an Investment Committee which has delegated authority to manage investment risk, which the Board has assessed is the Company’s primary risk. The Audit & Risk Committee has four members, the majority of whom are independent Directors. Further information on the Audit & Risk Committee has been provided against Recommendation 4.1. The investment committee consists of four Directors, two of whom are independent and the committee Chair is the Board Chair, who is not considered to be independent. The Investment Committee does not have a Charter. The members of the Investment Committee, and attendance by Non-Executive Directors at meetings of the Investment Committee, are disclosed in the 2022 Annual Report.
	(b) 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 Company has a Risk Management Policy that provides guidance for the full Board in discharging its responsibilities in risk management, which is considered appropriate given the size of the Board. The policy is available at: https://bkilimited.com.au/about-us/corporate-governance/#riskmanagement Refer following disclosure on risk management.
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound, and that the entity is operating with due regard to the risk appetite set by the board; and	The Company complies with this recommendation.
	(b) disclose, in relation to each reporting period, whether such a review has taken place.	A review was conducted during 2022FY.
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or	The Company does not have an internal audit function.
	(b) 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 governance, risk management and internal control processes.	The Board reviews the implementation of the Risk Management Policy and the entity’s risk management framework on an annual basis.
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	The Company does not have any direct material exposure to economic, environmental and social sustainability risks. As a key element of its investment risk management strategy, the Company maintains a diversified portfolio of listed securities without excessive exposure to any one company or sector. As such, any material exposure to economic, environmental and social sustainability risk to one of its investee companies should not result in material exposure to BKI.

The Board operates to minimise exposure to investment risk, in part, by implementing stringent processes and procedures to effectively manage investment risk. Management of investment risk is fundamental to the business of the Group being an investor in Australian listed securities.

BKI has an Investment Committee that performs, among other roles, investment risk mitigation. Below is a current list of members of the Investment Committee.

RD Millner (Chairman)

AJ Payne

IT Huntley

TCD Millner (Portfolio Manager, Contact Asset Management)

W Culbert (Portfolio Manager, Contact Asset Management)

The main responsibilities of the Committee are to:

• assess the information and recommendations received from the Investment Manager regarding the present and future investment needs of the Group

• assess the performance of the Portfolio Managers

• evaluate investment performance.

The Board is committed to the identification and quantification of risk throughout the Group’s operations.

Considerable importance is placed on maintaining a strong control environment. The Board has approved a Risk Management Policy governing the effective discharge of the responsibilities of the Board, the Company Secretary, and the external Investment Manager for the management of business, market, credit, operational liquidity and reputational risk. There is an organisational structure with clearly drawn lines of accountability. Adherence to the Code of Conduct is required at all times and the Board actively promotes a culture of quality and integrity. The Audit & Risk Committee has been given primary responsibility for overseeing certain aspects of the Company’s broader risk management framework.

Principle 8: Remunerate fairly and responsibly

A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of value for security holders and with the entity’s values and risk appetite.

	Recommendation	Status
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) 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	(1) The Company has a remuneration committee with five members, three of whom are independent. (2)The current Chair of the committee, Mr Payne is not considered independent. The Directors agree that Mr Payne, while not defined as independent, brings independent judgment to bear on his role, and is an appropriate committee Chair given the scope of his past executive responsibilities.(3) The Remuneration Committee Charter is available at:https://bkilimited.com.au/about-us/corporate-governance/#remuneration (4) & (5) The committee members and details of meetings held are included in the 2022 Annual Report
8.1	(b) 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.
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.	The Director Remuneration Policy is available at: https://bkilimited.com.au/about-us/corporate-governance/#director The Executive Remuneration Policy is available at: https://bkilimited.com.au/about-us/corporate-governance/#executive The Company does not directly employ any senior executives. BKI has appointed Contact Asset Management P/L as the Company’s Investment Manager – management fees payable for services rendered are governed by an Investment Management Agreement.
8.3	A listed entity which has an equity-based remuneration scheme should: (a) 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	This is covered by the Executive Remuneration Policy
8.3	(b) disclose that policy or a summary of it.	This is available at: https://bkilimited.com.au/about-us/corporate-governance/#executive A summary of the policy is included in the Remuneration Report within the Directors’ Report included in the 2022 Annual Report.

Independence of Remuneration Committee

The Group has established a Remuneration Committee consisting of the following members:

AJ Payne (Chairman)

DC Hall

RD Millner

IT Huntley

As noted on page 4 of the Corporate Governance Statement, neither Mr RD Millner nor Mr AJ Payne is considered to be independent.

The Directors of the Company agree that, given the size of the Board and the nature of the Company’s activities, it is appropriate for all directors to be members of the remuneration committee, notwithstanding that the Company therefore does not comply with Recommendation 8.1(a)(1). The Directors also agree that Mr Payne, while not classified as independent, brings independent judgment to bear on his role, and is an appropriate committee Chair given the scope of his executive responsibilities as former Group CFO of Brickworks Limited.

Trading Policy

A copy of the Company’s Share Trading Policy, which has been endorsed by the Board and applies to all Directors, officers and employees of the Company and of the Company’s Investment Manager (Contact Asset Management Pty Limited), is available at: https://bkilimited.com.au/about-us/corporate-governance/#share

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WHISTLEBLOWER POLICY

1. Introduction
2. Definitions
3. Purpose Of The WB Policy
4. Who Does The WB Policy Apply To?
5. Matters The WB Policy Applies To
6. Who Can Receive A Disclosure?
7. Public Interest Disclosures And Emergency Disclosures
8. How To Make A Disclosure
9. Legal Protection For Disclosers
10. Support And Practical Protection For Disclosers
11. Handling And Investigating A Disclosure
12. Fair Treatment
13. Independent Legal Advice
14. Breach of WB Policy
15. Further Information
16. Access To WB Policy
17. Duration Of This Policy

1. Introduction

BKI Investment Company Limited (Company) is committed to promoting a culture of corporate compliance and highly ethical behaviour.

The Corporations Act gives certain people legal rights and protections as “whistleblowers”, which are explained in this WB Policy.

This WB Policy is intended to provide a mechanism for reporting wrongdoing (as set out in this WB Policy) that may be occurring at the Company in a safe and secure manner, having regard to and in accordance with the requirements of the Corporations Act and the Tax Act. These types of reports are important to the Company’s risk management and corporate governance framework. This WB Policy also assists the Company in meeting its legal and regulatory obligations.

The legal rights and protections for whistleblowers set out in the Corporations Act will only apply if certain requirements and conditions are met. This will depend on:

(a) the nature of the individual’s role and/or relationship with the Company;

(b) the company or organisation the disclosure is about;

(d) the subject of the disclosure.

As such, for this WB Policy and the protections in the Corporations Act to apply, the disclosure must be made:

These requirements are explained in this WB Policy.

2. Definitions

The following definitions are used in this WB Policy:

(a) AFP means the Australian Federal Police;

(b) APRA means the Australian Prudential Regulation Authority;

(d) ATO means the Australian Taxation Office;

(e) Company means BKI Investment Company Limited and its associated entities identified in Annexure A;

(f) Corporations Act means the Corporations Act 2001 (Cth);

(g) Detrimental Conduct has the meaning given to in Part 9.2 of this WB Policy;

(h) Disclosable Matter(s) has the meaning given to in Part 5.1 of this WB Policy;

(i) Discloser has the meaning given to it in Part 4.1 of this WB Policy;

(j) Eligible Whistleblower has the meaning given to it in Part 4.1 of this WB Policy;

(k) Eligible Recipient has the meaning given to it in Part 6.1 of this WB Policy;

(l) Emergency Disclosure has the meaning given to under the Corporations Act. Please also see the requirements set out in Annexure E;

(m) Liability Protections has the meaning given to in Part 9.3 of this WB Policy;

(n) Public Interest Disclosure has the meaning given to it under the Corporations Act. Please also see the requirements set out in Annexure E;

(o) Tax Act means the Taxation Administration Act 1953 (Cth);

(p) WB Policy means this whistleblower policy and its annexures.

3. Purpose of the WB Policy

The WB Policy is an important mechanism for assisting the Company to identify wrongdoing that may not be uncovered or identified unless there is a safe and secure means for disclosing the wrongdoing.

The purpose of this WB Policy is to:

(a) outline the protections that apply for certain individuals who disclose wrongdoing;

(b) provide guidance as to when the protections set out in the Corporations Act will apply;

(c) ensure individuals who disclose certain wrongdoing in accordance with this WB Policy can do so safely, securely and with confidence that they will be protected and supported;

(d) encourage individuals who are aware of wrongdoing, and who fall within the scope of this WB Policy, to have the confidence to raise the concern using the applicable processes;

(e) ensure certain disclosures which are covered by the scope of this WB Policy are dealt with appropriately and on a timely basis;

(f) provide transparency around the Company’s framework for receiving, handling and investigating certain disclosures which are covered by the scope of this WB Policy;

(g) assist in the deterrence of wrongdoing and encourage more disclosures of wrongdoing;

(h) support the Company’s values and Code of Conduct;

(i) support the Company’s long-term sustainability and reputation; and

(j) meet the Company’s legal and regulatory obligations.

The Company encourages those covered by the WB Policy and who are aware of possible wrongdoing, to make a disclosure.

4. Who Does The WB Policy Apply To?

4.1 Eligible Whistleblowers

An Eligible Whistleblower is entitled to protections under the Corporations Act (these protections are set out in this WB Policy).

An “Eligible Whistleblower” is an individual who is a:

(a) current or former officer or employee of the Company (including employees who are full time, part time, casual, fixed term or temporary, interns, managers or directors);

(b) current or former supplier of services or goods to the Company (whether paid or unpaid), including the supplier’s employees (including current and former contractors of the Company, consultants, service providers, suppliers and business partners);

(d) relative, dependant or spouse of an individual in paragraph (a)-(c) above, (who, in this WB Policy, will be referred to as a Discloser);

and who has made a disclosure:

(a) of information relating to a Disclosable Matter directly to an “Eligible Recipient” ASIC, APRA or another Commonwealth body as prescribed by applicable regulations; or

(b) to a legal practitioner for the purposes of obtaining legal advice or legal representation about the operation of the whistleblower provisions in the Corporations Act; or

4.2 Group of Companies

The Company is the parent company of the entities identified in Annexure A. Accordingly, this WB Policy also applies to the entities identified in Annexure A, as updated from time to time.

5. Matters The WB Policy Applies To

5.1 Disclosable Matters

“Disclosable Matters” are:

(a) information that the Discloser has reasonable grounds to suspect concerns misconduct, or an improper state of affairs or circumstances, in relation to the Company such as:

fraud;
negligence;
breach of trust or duty;
default;
dishonest and unethical behaviour;
conduct which is detrimental to the Company and could cause financial or non-financial loss;

(b) information about the Company where the Discloser has reasonable grounds to suspect that the information indicates the Company (including their employees or officers) has engaged in conduct that:

constitutes an offence against, or a contravention of, a provision of any of the laws specified in Annexure B, or any instrument made under those laws;
constitutes an offence against any other law of the Commonwealth that is punishable by imprisonment for a period of 12 months or more;
represents a danger to the public or the financial system; or
is prescribed by regulation.

A Discloser may still qualify for protection under the Corporations Act even if their disclosure turns out to be incorrect.

5.2 Examples of Disclosable Matters

Some examples of Disclosable Matters include:

(a) illegal conduct, such as theft, dealing in, or use of illicit drugs, violence or threatened violence, and criminal damage against property;

(b) fraud, money laundering or misappropriation of funds;

(d) financial irregularities;

(e) failure to comply with, or breach of, legal or regulatory requirements;

(f) engaging in or threatening to engage in detrimental conduct against a person who has made a disclosure or is believed or suspected to have made or be planning to make a disclosure;

5.3 Contravention of a particular law not required

Disclosable Matters include conduct that may not involve a contravention of a particular law. For example, it may include:

(a) “misconduct or an improper state of affairs or circumstances” which indicates a systemic issue that a regulator may need to be made aware;

(b) dishonest or unethical behaviour and practices;

(d) information that indicates a significant risk to public safety or the stability of, or confidence in, the financial system.

5.4 Tax Whistleblower Regime

To qualify for protection under the tax whistleblower regime in the Tax Act, the Eligible Whistleblower must have reasonable grounds to suspect that the information indicates misconduct or an improper state of affairs or circumstances in relation to tax affairs of the Company.

The Tax Act protects Disclosers who make a disclosure:

(a) to the ATO if the Discloser considers the information may assist the ATO to perform its duties under a taxation law in relation to the Company; or

(b) an Eligible Recipient, if the Discloser:

has reasonable grounds to suspect that the information they intend to provide indicates misconduct, or an improper state of affairs or circumstances, in relation to the tax affairs of the Company;
and considers the information may assist the Eligible Recipient to perform their duties under a taxation law in relation to the Company.

5.5 Types of Disclosure not covered by this WB Policy

Non-Disclosable Matters

This WB Policy does not cover disclosures that are not about Disclosable Matters.

Such disclosures do not qualify for protection under the Corporations Act.

Personal work-related grievances

This WB Policy also does not relate to the disclosure of information by a person to the extent that the information disclosed concerns a “personal work-related grievance”. Disclosures that relate solely to personal work-related grievances, and that do not relate to detriment or threat of detriment to a Discloser do not qualify for protection under the Corporations Act.

Personal work-related grievances are grievances where:

(a) the information concerns a grievance about any matter in relation to the person’s employment or engagement with the Company having (or tending to have) implications for the person personally;

(b) the information:

does not have significant implications for the Company; and
does not concern conduct, or alleged conduct, which would be a Disclosable Matter under this WB Policy.

Examples of grievances that may be personal work-related grievances include:

(d) a decision relating to the engagement, transfer or promotion of the person;

(e) a decision relating to the terms and conditions of engagement of the person;

Employees should use the Company’s complaints procedure in force at the time for personal work-related grievances.

There may be some personal work-related grievances which qualify for protection under the Corporations Act, for example if:

(f) a personal work-related grievance includes information about misconduct, or information about misconduct includes or is accompanied by a personal work-related grievance (i.e. a mixed report);

(g) the Discloser suffers from or is threatened with detriment for making a disclosure;

(h) the Company has breached employment or other laws punishable by imprisonment for a period of 12 months or more.

Disclosures that are not covered by this WB Policy, may be covered by other legislation such as the Fair Work Act 2009 (Cth).

5.6 Deliberate False Reports

Deliberate false reports involve a person reporting information which they know to be untrue. It does not include situations where the Discloser reasonably suspects misconduct, but their suspicions are later determined to be unfounded.

Deliberate false reports have the potential to cause significant consequences, such as damaging the reputation of the Company or the reputation of any individuals identified in a false report. The Company discourages deliberate false reporting.

A person who deliberately submits a false report in relation to a matter covered by this WB Policy will not be able to access the protections under the Corporations Act.

6. Who Can Receive A Disclosure?

6.1 Eligible Recipients

A Discloser needs to make a disclosure directly to an “Eligible Recipient” of the Company to be able to qualify for protection as a whistleblower under the Corporations Act (or the Tax Act where relevant). The role of an Eligible Recipient is to receive disclosures which qualify for protection under the Corporations Act (or the Tax Act where relevant).

An “Eligible Recipient” of the Company for the purpose of this WB Policy are the following:

(a) an officer of the Company (which includes a director or the company secretary of the Company);

(b) a senior manager of the Company, which includes a senior executive other than a director or company secretary, who:

makes or participates in making decisions that affect the whole, or a substantial part, of the business of the Company; or
has the capacity to significantly affect the Company’s financial standing,

(c) the internal or external auditor or actuary of the Company (including a member of an audit team conducting an audit);

(d) a person authorised by the Company to receive disclosures that may qualify for protection (for example an external service).

A list of the internal and external Eligible Recipients of the Company is contained in Annexure C of this WB Policy.

The Company would like to identify and address wrongdoing as early as possible.

The Company encourages Disclosers to make a disclosure to one of the internal or external Eligible Recipients of the Company in the first instance to assist in achieving this objective. This approach is also intended to help build confidence and trust in this WB Policy and its procedures.

However, a Discloser may make a disclosure directly to a regulatory body without first making the disclosure to an Eligible Recipients if the Discloser wishes to do so.

6.2 Legal practitioners

Disclosures to a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to the operation of the whistleblower provisions in the Corporations Act are also protected under the Corporations Act (even in the event that the legal practitioner concludes that a disclosure does not relate to a Disclosable Matter).

6.3 Regulatory bodies

Disclosures of information relating to Disclosable Matters can also be made to:

(a) ASIC;

(b) APRA; or

(d) ATO (in relation to tax-related matters under the Tax Act).

Annexure D contains links to the whistleblowing information published by ASIC, APRA and the ATO on their websites.

The disclosures referred to above will qualify for protection under the Corporations Act.

7. Public Interest Disclosures And Emergency Disclosures

Disclosures may be made to a journalist or parliamentarian under certain circumstances and qualify for protection under the Corporations Act. Such disclosures may be either a Public Interest Disclosure or Emergency Disclosure.

In summary, the criteria for making a Public Interest Disclosure or Emergency Disclosure is as follows:

(a) the disclosure must have previously been made to ASIC, APRA or other prescribed body;

(b) the Discloser has given a written notice to the relevant body to whom the disclosure was made;

(c) in the case of a public interest disclosure, at least 90 days must have passed since the disclosure was made to the relevant body.

Please see Annexure E for the requirements for a Public Interest Disclosure or an Emergency Disclosure.
It is recommended that a Discloser contacts an independent legal adviser before making a Public Interest Disclosure or an Emergency Disclosure.

8. How To Make A Disclosure

8.1 Reporting Procedures

Annexure C of this WB Policy sets out instructions on how reports can be made to internal and external Eligible Recipients.

The options allow for disclosures to be made anonymously and/or confidentiality, securely and outside of business hours.

8.2 Anonymous Disclosures

A Discloser who reports a Disclosable Matter to an Eligible Recipient may do so anonymously and still be protected under the Corporations Act.

A Discloser may also choose to remain anonymous while making a disclosure, over the course of any investigation into the disclosure and after any such investigation is concluded. A Discloser may also refuse to answer questions which they feel could reveal their identity at any time, including during follow-up conversations.

However, a Discloser who wishes to remain anonymous should maintain ongoing two-way communication with the Company (or the external Eligible Recipient) so that follow-up questions can be made or feedback provided.

The Company has the following mechanisms available to protect anonymity:

(a) Anonymous email facility;

(b) the Discloser may adopt a pseudonym.

9. Legal Protection For Disclosers

The protections set out below are available under the Corporations Act to Disclosers who qualify for protection as an Eligible Whistleblower.

The protections apply to disclosures made to an Eligible Recipient of the Company, to legal practitioners, to regulatory bodies and to Public Interests Disclosures and Emergency Disclosures that are made in accordance with the Corporations Act.

9.1 Identity Protection

A Discloser is entitled to the protection of their identity and the Company is obligated under the Corporations Act to protect the confidentiality of a Discloser’s identity.

The identity, or information which may lead to the identification of a Discloser must be kept confidential by the Company. This means that, the Company cannot disclose the identity of, or information identifying, a Discloser unless one of the exceptions below applies.

Exceptions – when can a Discloser’s identity be disclosed?

The Discloser’s identify can be disclosed:

(a) to ASIC, APRA or a member of AFP;

(b) to a legal practitioner, for the purposes of obtaining legal advice or legal representation about the whistleblower provisions in the Corporation Act;

(d) with the consent of the Discloser.

A person can disclose the information contained in a disclosure with or without the Discloser’s consent if:

(a) the information does not include the Discloser’s identity;

(b) the Company has taken all reasonable steps to reduce the risk that the Discloser will be identified from the information; and

It is illegal for a person to identify a Discloser, or disclose information that is likely to lead to the identification of the Discloser unless one of the exceptions above applies.

Whilst the Company is committed to protecting the confidentiality and identity of Disclosers (where a Discloser chooses to remain anonymous), please be aware that people may be able to ascertain a Discloser’s identity if:

(a) they have previously mentioned to other people that they are considering making a disclosure;

(b) they are one of a very small number of people with access to the information; or

If a Discloser wishes to lodge a complaint with the Company about a breach of confidentiality, a written complaint should be provided to one of the individuals listed in the appropriate section of Annexure C.

A Discloser may also lodge a complaint with a regulator (such as ASIC, APRA or the ATO) for investigation.

9.2 Protection from detrimental conduct

It is a breach of this WB Policy and the Corporations Act for a person to cause, or make a threat to cause, detriment to a Discloser in relation to a disclosure because:

(a) they believe or suspect that the Discloser has made, may have made, or could make a disclosure of a Disclosable Matter which qualifies for protection under the Corporations Act; and

(b) that belief or suspicion is the reason, or part of the reason, for the person’s conduct; (referred to as Detrimental Conduct).

Examples of Detrimental Conduct include:

(a) dismissal of an employee of the Company:

(b) injury of an employee of the Company in their employment with the Company;

(d) discrimination between an employee and other employees of the Company;

(e) harassment or intimidation of a person;

(f) harm or injury to a person, including psychological harm; or

(g) damage to a person’s property, reputation or business or financial position or any other damage to a person.

Detrimental Conduct does not include:

(a) administrative action that is reasonable to protect a Discloser from detriment (e.g. moving a Discloser who has made a disclosure about their immediate work area to a different work area to prevent them from being exposed to Detrimental Conduct);

(b) action taken by the Company to manage unsatisfactory work performance or which is in accordance with the Company’s performance management procedures.

9.3 Liability Protections

A Discloser is protected from the following in relation to their disclosure:

(a) civil liability (e.g. any legal action against the Discloser for breach of an employment contract, duty of confidentiality or another contractual liability);

(b) criminal liability (e.g. attempted prosecution of the Discloser for unlawfully releasing information); and

(c) administrative liability (e.g. disciplinary action for making the disclosure); (collectively the Liability Protections).

However, the Liability Protections do not grant immunity for any misconduct a Discloser has engaged in that is revealed in their disclosure.

9.4 Compensation and other remedies

A Discloser (or any other employee or person) may also seek compensation and other remedies through the courts if:

(a) they suffer loss, damage or injury because of a disclosure; and

(b) the Company failed to prevent the person who caused the loss, damage or injury from causing that loss, damage or injury.

A Discloser is encouraged to seek independent legal advice in relation to compensation and other remedies.

10. Support And Practical Protection For Disclosers

The Company will take reasonable steps to support Disclosers and protect Disclosers from Detrimental Conduct. Such measures may be dependent on the circumstances and the measures identified below may need to be varied as required to suit the particular circumstances of the Discloser.

Examples of the measures or steps which may be taken by the Company to protect the identity of the Discloser include the following:

(a) redacting all personal information or reference to the Discloser witnessing an event will be redacted;

(b) referring to the Discloser in a gender-neutral context;

(c) where possible, contacting the Discloser to help identify certain aspects of their disclosure that could inadvertently identify them;

(d) ensuring the handling and investigation of disclosures is conducted by qualified persons;

(e) ensuring all paper and electronic documents and other materials relating to disclosures is stored securely;

(f) ensuring access to all information relating to a disclosure is limited to those directly involved in managing and investigating the disclosure;

(g) only making a restricted number of people who are directly involved in handling and investigating a disclosure aware of a Discloser’s identity (subject to the Discloser’s consent) or information that is likely to lead to the identification of the Discloser;

(h) ensuring communications and documents relating to the investigation of a disclosure are not sent to an email address or to a printer that can be accessed by other staff; or

(i) ensuring each person who is involved in handling and investigating a disclosure is reminded about the confidentiality requirements, including that an unauthorised disclosure of a Discloser’s identity may be a criminal offence.

10.2 Protection from Detrimental Conduct

Examples of the measures or steps which may be taken by the Company to protect a Discloser from Detrimental Conduct include the following:

(a) assessing the risk of detriment against a Discloser and other persons (e.g. other staff who might be suspected to have made a disclosure) as soon as possible after receiving a disclosure;

(b) offering support services (including counselling or other professional or legal services) to Disclosers;

(c) implementing strategies to help a Discloser minimise and manage stress, time or performance impacts, or other challenges resulting from the disclosure or its investigation, such as allowing the Discloser to perform their duties from another location, reassigning the Discloser to another role at the same level or reassigning or relocating other staff involved in the disclosure;

(d) endeavouring to ensure that the Company’s management are aware of their responsibilities to:

maintain the confidentiality of a Discloser;
address the risks of isolation or harassment;
manage conflicts; and
ensure fairness when managing the performance of, or taking other management action relating to, a Discloser.

10.3 Reporting Detrimental Conduct

A Discloser who believes they have been subjected to Detrimental Conduct because they are a Discloser, or any other person who believes they have been subjected to Detrimental Conduct because they have participated in, or assisted with an investigation of a Disclosable Matter, should immediately report the matter to the one of the individuals listed in the appropriate section of Annexure C.

Where an incident of this nature occurs, an investigation and/or disciplinary action, in the absolute discretion of the Company, may follow.

If Detrimental Conduct has been reported or has been found to have occurred the Company will endeavour to take measures to protect the Discloser. Such measures may include the following:

(a) an investigation;

(b) disciplinary action;

A Discloser may also seek independent legal advice or contact regulatory bodies such as ASIC, APRA or the ATO if they believe they have suffered from Detrimental Conduct.

11. Handling And Investigating A Disclosure

11.1 Receipt of a disclosure

Where the Company receives a disclosure, the Company will need to assess the disclosure and determine whether:

(a) the disclosure qualifies for protection; and

(b) if a formal, in-depth investigation is required.

In making its assessment, the Company will focus on the substance of a disclosure, rather than motive of the Disclosers.
The key steps that the Company will take after receiving a disclosure are contained in Annexure F of this WB Policy, however the Company, at its discretion, may vary these steps are required.

11.2 Investigating a disclosure

In the event that an investigation is undertaken into a disclosure, the manner in which any investigation is conducted may vary depending on the nature and circumstances of the disclosure. The Company will endeavour to ensure that any investigation is conducted objectively and fairly and to the extent permissible by law, on a confidential basis.

The key steps that the Company will take in the event of an investigation are contained in Annexure F of this WB Policy, however the Company, at its discretion, may vary these steps are required.

If the Company decides that an investigation is appropriate, it will need to determine:

(a) the nature and scope of the investigation;

(b) the person(s) internally or externally who should lead the investigation;

(d) the timeframe for the investigation (the Company will endeavour to ensure that timeframes are reasonable).

There may be limitations on the Company’s ability to properly conduct an investigation or make an assessment as to whether a disclosure requires investigation. The Company may not be able to undertake an investigation if it is not able to contact the Discloser (e.g. if the disclosure is made anonymously and/or the Discloser has not provided a means of contacting them).

To protect a Discloser’s identity from being revealed and to protect them from Detrimental Conduct, the Company may (in its absolute discretion) investigate a disclosure by conducting a broad review on the subject matter or the work area disclosed.

Employees, contractors and consultants of the Company must cooperate fully with any investigation conducted.

11.3 Communications to the Discloser

The Company will acknowledge receipt of each disclosure received within a reasonable timeframe, provided that the Discloser can be contacted.

If the Discloser can be contacted, the Company will ensure that the Discloser is provided with regular updates in relation to their disclosure (for example, when an investigation is commenced, whilst in progress or upon completion), subject to the considerations of privacy and confidentiality of other persons or those against whom allegations are made.

The frequency and timeframes for these updates may vary depending on the nature of the disclosure and the processes adopted in addressing the disclosure.

11.4 Outcome of Investigation

If an investigation is conducted by the Company, where possible a report will be prepared by the person leading the investigation which details the findings of the investigation. The method for documenting and reporting the findings may vary and will be dependent on the nature of the disclosure and the need to preserve confidentiality.

Relevant persons, including the Discloser, will be notified of the outcome of the investigation where appropriate in a manner which is deemed suitable by the Company (for example, in writing or in a meeting). There may be circumstances where it may not be appropriate to provide details of the outcome of the investigation to the Discloser. This will also be considered in the context of the need to preserve confidentiality.

12. Fair Treatment

The Company will endeavour, so far as reasonably practicable, to ensure the fair treatment of its employees who are referred to in a disclosure that qualifies for protection under the Corporations Act, including those that may be the subject of a disclosure.

To assist the Company in achieving this:

(a) disclosures will be handled confidentiality, when it is practicable and appropriate in the circumstances;

(b) each disclosure will be assessed individually;

(c) the objective of an investigation will be to determine whether there is enough evidence to substantiate or refuse the matters report;

(d) an employee who is the subject of disclosure will be advised about the subject matter of the disclosure as and when required by the principles of natural justice and procedural fairness prior to any action being taken and the outcome of the investigation;

13. Independent Legal Advice

A Discloser may wish to seek independent legal advise in relation to the protections available under the Corporations Act.

14. Breach of WB Policy

The Company will continually monitor compliance with this WB Policy and will in its absolute discretion, determine to investigate any suspected breach.

The Company retains the discretion as to how it addresses and investigates any suspected breaches of the WB Policy. If a breach is found to have occurred by an employee, contractor or consultant of the Company, disciplinary action may follow up to and including termination of the their engagement or employment with the Company.

15. Further Information

Please contact the Company Secretary, whose details are listed in Annexure C, for further information in relation to this WB Policy, including information regarding the following (without making a disclosure):

(a) how the WB Policy works;

(b) what the WB Policy covers;

16. Access To WB Policy

This WB Policy will be accessible by all Eligible Whistleblowers through the Company’s website.

The Company will provide training and education to its officers and investment managers in relation to the WB Policy. The training may include:

(a) the key arrangements of the Company’s whistleblower policy, processes and procedures, including:

practical examples of Disclosable Matters;
practical information on how to make a Disclosure; and
advice on how Disclosers can seek further information about the WB Policy if required.

(b) information related to protecting and supporting Disclosers, including:

the measures the Company has in place for protecting and supporting Disclosers;
practical working examples of conduct that may cause detriment to a Discloser; and
the consequences of engaging in Detrimental Conduct.

practical examples of personal work-related grievances;
information on the Company’s other policies;

(d) information on how and where officers can report general feedback or personal work-related grievances; and

(e) practical examples of circumstances where disclosure has led to positive outcomes for the Company and the Discloser.

The Company will provide management training which may cover the Company’s commitment and obligations to protecting disclosers of wrongdoing. It may also cover how the WB Policy interacts with the Company’s other policies. The Company may consider incorporating the training as part of the Company’s management competency training.

17. Duration Of This Policy

This version of the WB Policy was introduced in December 2019. It will be reviewed on a regular basis to ensure that it remains relevant and appropriate to the Company. It is a continuing process.

For the avoidance of doubt, this version of the WB Policy may be applied, varied or withdrawn at any time at the Company’s discretion and is not intended to form part of any contract or agreement between any person and the Company.

Annexure A – List of Companies in Corporate Group

(a) BKI Sub Pty Limited

(b) Brickworks Securities Pty Limited

(d) Pacific Strategic Investments Pty Limited

Annexure B – Applicable Laws

For the purpose of Part 5.1(b)(i) of the WB Policy the following laws are specified:

(a) the Corporations Act 2001 (Cth);

(b) the Australian Securities and Investments Commission Act 2001 (Cth);

(d) the Financial Sector (Collection of Data) Act 2001 (Cth);

(e) the Insurance Act 1973 (Cth);

(f) the Life Insurance Act 1995 (Cth);

(g) the National Consumer Credit Protection Act 2009 (Cth);

(h) the Superannuation Industry (Supervision) Act 1993 (Cth);

Annexure C – Reporting Procedures

REPORTING OF DISCLOSURES

Preferred Recipient:

Company Secretary (currently Jaime Pinto)

Other internal recipients:

Robert Millner (Chairman)
David Hall (Non-Executive Director)
Ian Huntley (Non-Executive Director)
Alex Payne (Non-Executive Director)

External recipients:

MGI Sydney (external auditor)

Methods of Reporting – Internal

Jaime Pinto jpinto@pcap.com.au 02 9210 7020
Robert Millner rmillner@whsp.com.au 02 9210 7000
David Hall david.c.hall@bigpond.com
Alex Payne alexander.payne1@bigpond.com
Ian Huntley ian123.huntley@gmail.com

Level 14, 151 Clarence Street, Sydney NSW 2000
GPO Box 479, Sydney NSW 2001

whistle@bkilimited.com.au (anonymous email portal)

Methods of Reporting – External

MGI Sydney

Level 5, 6 O’Connell Street, Sydney 2000
PO Box H258, Australia Square, Sydney 1215
Ph: +61 (0)2 9230 9200
Fax: +61 (0)2 9222 9099

REPORTING OF A BREACH OF CONFIDENTIALITY

A written complaint about a breach of confidentiality under this WB Policy can be made to any of the internal recipients listed above.

REPORTING OF DETRIMENTAL CONDUCT

Reporting of detrimental conduct under this WB Policy can be made to any of the internal recipients listed above.

Annexure D – Regulatory Bodies

Australian Securities and Investments Commission (ASIC)

https://asic.gov.au/about-asic/asic-investigations-and-enforcement/whistleblowing/

https://asic.gov.au/about-asic/asic-investigations-and-enforcement/whistleblowing/how-asic-handles-whistleblower-reports/

Australian Prudential Regulation Authority (APRA)

https://www.apra.gov.au/become-a-whistleblower-and-make-a-public-interest-disclosure

Australian Taxation Office (ATO)

https://www.ato.gov.au/general/gen/whistleblowers/

Annexure E – Public Interest Disclosures and Emergency Disclosures

Criteria	Public Interest Disclosure	Emergency Disclosure
Previous Report	The Discloser must have previously made a report to ASIC or APRA that satisfies the criteria set out in this WB Policy.	The Discloser must have previously made a report to ASIC or APRA that satisfies the criteria set out in this WB Policy.
Time Limit	At least 90 days have passed since the Discloser reported the concerns to ASIC or APRA, and the Discloser does not have reasonable grounds to believe that action to address the concerns is being, or has been taken.	No time limit.
Public Interest/Emergency	The Discloser has reasonable grounds to believe that reporting the concerns to a journalist or parliamentarian would be in the public interest.	The Discloser has reasonable grounds to believe that the information in their report concerns substantial and imminent danger to the health or safety of one or more people or to the natural environment.
Written Notice To ASIC Or APRA	After 90 days from when the Discloser reported to the body whom received the initial report (e.g. ASIC or APRA), the Discloser must give ASIC or APRA a written notice that includes sufficient information to identify the earlier report and states the Discloser’s intention to make a public interest disclosure (e.g. by contacting the officer who considered the initial concerns and quoting the reference number of the case).	The Discloser must give ASIC or APRA a written notice that includes sufficient information to identify the earlier report and states the Discloser’s intention to make an emergency disclosure (e.g. by contacting the ASIC officer who considered the concerns and quoting the reference number of the case).
Recipient – Journalist Or Parliamentarian	The Discloser must report the concerns about misconduct or an improper state of affairs or circumstances or a breach of the law to a journalist or a parliamentarian (Commonwealth, state or territory). The extent of the information disclosed is no greater than is necessary to inform the recipient about the concerns.	The Discloser must report the concerns about the “substantial or imminent danger” to a journalist or parliamentarian. The extent of the information disclosed is no greater than is necessary to inform the recipient about the substantial and imminent danger.

Annexure F – Key Steps of Receipt of Disclosures and Investigations

The below sets out the key steps that may be taken in relation to a disclosure made under this WB Policy.

Please be aware that the key steps below may be varied as required and at the sole discretion of the Company to suit the circumstances of the disclosure and the persons involved. If an external investigator is appointed or is conducting the investigation on the Company’s behalf the external investigator may also vary the steps below at their discretion.

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Anti-Bribery & Corruption Policy

1.0 INTRODUCTION AND PURPOSE

BKI Investment Company Limited (“BKI”) recognises that bribery and corruption have a negative effect wherever they occur in communities. If left unchecked bribery and corruption threatens democratic and legal processes and can have a detrimental effect on basic human freedoms.

BKI is committed to conducting business in accordance with all applicable laws and regulations and are committed to the highest ethical standards.

This Policy demonstrates our zero-tolerance stance towards bribery and corruption. It has been designed to comply with the Commonwealth of Australia Criminal Code Amendment (Bribery of Foreign Public Officials) Act 1999, Australia’s state/territory legislation and international anti-corruption and anti-bribery standards such as the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act 1977.

2.0 SCOPE

The policy applies to BKI and all of its officers, directors, employees, agents, contractors, and any other party representing BKI (collectively, “Representatives”), wherever they are in the world. This includes, but is not limited to, BKI’s Investment Manager and Administration Manager.

3.0 DEFINITIONS

Benefit should be broadly construed and includes but is not limited to monetary gratuities, information, favours, material gifts, educational expenses, travel, entertainment, investment offers, transport services and employment offers.

BKI includes BKI and its wholly owned subsidiaries.

Government Official includes: any person engaged in public duty in a government agency; any political party, officer or candidate; an officer or employee of a government owned or government controlled entity; and any person acting in an official capacity for a government, government agency or government-controlled entity.

Foreign Public Official includes: an employee/official of a foreign government; a member of the executive judiciary or magistracy of a foreign country; a person who performs official duties under a foreign law; an officer/member of the legislature of a foreign country; or an employee/official of a public international organisation such as the United Nations.

4.0 POLICY

4.1 Overview

4.1.1 BKI is committed to a culture of zero tolerance to bribery, corruption and facilitation payments across all areas and levels of our business, and will conduct our business activities fairly, lawfully and ethically.

4.2 Prohibited Conduct

4.2.1 A BKI Representative must not give or offer to give money or other benefit to any individual, company, Government Official or Foreign Public Official to secure a business advantage or improper benefit or to exert influence on any person to act improperly in the performance of their duties or function.

4.2.2 A BKI Representative must not receive or accept money or other benefit from any individual or company as an inducement to act improperly in the performance of their duties or function, provide a business advantage or provide an improper benefit.

4.2.3 A BKI Representative must not ask another person to offer, promise or give a bribe or benefit.

5.0 MONITORING & INVESTIGATION

5.1 Monitoring

Periodic anti-bribery and corruption risk assessments of WHSP’s business will be conducted to detect possible misconduct and monitor the effectiveness of the compliance program.

5.2 Investigation

5.2.1 Alleged breaches of this Policy will be investigated immediately to determine if the breach has occurred.

5.2.2 The Board has primary responsibility for investigating breaches. Where appropriate, the Board may appoint an independent party to perform or assist with investigation of an alleged breach of this policy.

5.2.3 Disciplinary action will be taken where it has been determined that a breach has occurred. Such disciplinary action is at the discretion of the Board, and may include termination of employment or other termination of contract or other association with BKI.

5.2.4 Where required by law, BKI will report the breach and/or associated activities to the relevant authorities.

6.0 APPLICATION AND RESPONSIBILITY

6.1 Application & Responsibility

6.1.1 BKI requires all Representatives to act in full compliance with all applicable anti-corruption and anti-bribery laws, irrespective of the employee’s geographical location or citizenship. When operating in a foreign jurisdiction, or dealing with actual/ potential investors or other counterparties who reside in a foreign jurisdiction, BKI Representatives will make themselves familiar with the anti-bribery and corruption laws in that jurisdiction and comply with the laws applicable to that jurisdiction AND Australian laws.

6.1.2 Breaches of anti-corruption laws can have serious consequences for both BKI and the Representative personally.

6.1.3 Severe civil and criminal penalties can apply in Australia and other jurisdictions. Violation of company policies can result in disciplinary action up to and including termination of employment or service contract.

6.2 Reporting

6.2.1 Any Representative who suspects or becomes aware of behaviour that is unlawful, improper, unethical or criminal in nature should report the conduct to one or more of the following:

• BKI Whistleblower Protections Officer;

• If the behaviour involves corruption or bribery of a Foreign Public Official, you can choose to report the conduct directly to the Australian Federal Police.

6.2.2 Any questions regarding this policy should be directed to the BKI Company Secretary.

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RISK MANAGEMENT POLICY

1. Purpose
2. Role of the Board & Management
3. Duties of the Board & Management

1. Purpose

1.1 Provide guidance in the effective discharge of the responsibilities of the Board of Directors’ and Management for business, market, credit, operational, liquidity and reputable risk management.

2. Role of the Board and Management

2.1 The Board is ultimately responsible for deciding the nature and extent of the risks the Company is prepared to take to meet its business objectives.

2.2 The Board may do all things necessary to perform its duties and fulfil its purpose, including powers to:

• approve principles, policies, strategies, processes and control frameworks for the management of risk;

• approve investments, divestments and credit transactions beyond the approval discretion of executive management and/or the Investment Manager;

• sub-delegate it powers and discretions to executives of the Company and/or the Investment Manager, with or without power to delegate further.

2.2 The Board has unrestricted access to executives of the Company and to any Investment Manager appointed by BKI.

2.3 The Board has power to direct any special investigations deemed necessary and to engage and consult independent experts where considered necessary or desirable to carry out its duties and rely on the advice of such experts.

2.4 Each member of the Board is entitled to rely on information and advice provided by executives of the company and by an Investment Manager, on matters within their responsibility, and on external professionals on matters within their areas of expertise, and may assume the accuracy of information provided by such persons, unless it would be unreasonable in the circumstances to do so.

3. Duties of the Board

3.1 The duties of the Board are to:

(a) set the risk appetite for the Company;

(b) receive updates and assurances from the Company’s Executives and any Investment Manager concerning BKI’s risk management principles and policies, strategies, processes and controls including the discretions conferred on executive management and any Investment Manager, in order to oversee the effectiveness of them and, if thought fit, approve or vary them;

(c) receive reports from Company executives and the Investment Manager concerning credit, including the Annual Risk Assessment, in order to oversee these risks;

(d) receive reports from Company executives and the Investment Manager concerning credit transactions beyond the approval discretion of Company executives and the Investment Manager, in order to consider and, if thought fit, approve them;

(e) oversee risk associated with credit transactions, individual high risk and nonaccrual accounts (and associated provisioning), trading risk limit approvals and discretions framework;

(f) receive reports from Company executives and the Investment Manager concerning the risk implications of new and emerging risks, organisational change and major initiatives, in order to monitor them;

(g) receive reports from Company executives and the Investment Manager concerning resolution of significant risk exposures and risk events, in order to monitor them and, if thought fit, approve them;

(h) oversee compliance by the Company with applicable laws relating to the operation of its business;

(i) receive reports from Company executives and the Investment Manager concerning the Company’s insurance strategy, including the coverage and limits of the insurance policies managed at a Company level, in order to monitor them and, if thought fit, approve or vary them.

4. Duties of Management

4.1 Company executives and the Investment Manager are responsible for:

(a) the preparation, presentation and integrity of information and all matters about which the Board should be informed;

(b) the design, implementation and maintenance of an appropriate risk management framework; and

4.2 The risk management framework implemented by management should incorporate appropriate principles and policies, internal controls and processes designed to identify and address unacceptable risk, as approved by the Board from time to time.
This should include, but is not limited to:

(a) ensuring the external auditors appointed by the Board perform adequate testing to confirm the Company maintains ownership of all investments recorded as assets within the financial statements, and that such assets are
valued appropriately, and

(b) ensuring the external auditors appointed by the Board provide adequate testing to confirm that the Company does not maintain any derivative products or hold any other positions or obligations that are not sanctioned by the Board

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