Katana Capital Limited - Corporate Governance

Independent Board

The Board is responsible for guiding and monitoring Katana Capital Limited on behalf of the members who elected them and to whom they are accountable.

The primary roles of the Board are:

• appointing and monitoring the performance of the Manager, to whom the Board has delegated the operation and administration of the Portfolio pursuant to the Management Agreement;
• establish and monitor strategic direction, financial plans and performance objectives in accordance with the Management Agreement;
• ensuring the Company complies with its responsibilities under the Corporations Act, the ASX Listing Rules, the Company’s Constitution and other relevant laws;
• monitoring business performance against agreed benchmarks;
• ensuring the effectiveness of internal controls and business risk management;
• participating in strategic planning; and
• evaluating all members of the Board’s performance, reviewing and approving remuneration for Directors and selecting (and appointing where appropriate) new members of the Board.

Audit and Risk Management Committee

The Audit and Risk Management Committee will comprise 3 directors (the majority of which must be independent directors) and meet at least twice per year.

The Chairman of the Company is not eligible to be the Chair of the Audit and Risk Management Committee.

The primary roles of the Audit and Risk Management Committee are to set and review the:

1. Company’s accounting policies;
2. content of financial statements;
3. internal controls applied to all of the Company’s procedures and activities;
4. external audit (in respect of content, effectiveness and independence) and the provision of any other services provided by the auditor to ensure auditor independence;
5. risk management; and
6. adherence to compliance issues and related matters.

Remuneration Committee

The role of a Remuneration Committee is to assist the Board in fulfilling its responsibilities in respect of establishing appropriate Remuneration and incentive polices for employees.

As the whole Board only consists of three members, the Company does not have an active Remuneration Committee because there will not be a more efficient mechanism than the full Board for considering these specific matters.

Shareholder communication

The Directors have adopted a Shareholder Communications Policy which aims to ensure that all Shareholders of the Company are kept informed of all material developments affecting the Company’s business in accordance with all applicable disclosure requirements. Information is communicated to Shareholders through the Annual General Meeting, Annual Report, half year and full year results announcements, formal disclosures to ASX and the Company’s website at www.katanaassetmanagement.com.au. The Annual General Meeting provides a particularly important forum for Shareholder participation in the Company’s activities.

Securities trading

The Company has a securities trading policy for Directors, executives and employees in relation to trading in Katana Capital’s shares.

The policy requires Directors, executives and employees to advise the chairperson if they intend to trade in securities in the Company and provides safeguards for both the Company and the individual with respect to securities trading.