Corporate governance documents

The ASX Corporate Governance Council has issued the ASX Corporate Governance Principles and Recommendations (Principles) which encompass matters such as board composition, committees and compliance procedures. The Principles are designed to maximise corporate performance and accountability in the interests of investors and the broader economy.

While the principles are not prescriptive, listed entities are required to disclose in their annual reports the extent of their compliance with the Principles, if they consider it inappropriate in their particular circumstances. Intoll intends to adopt policies and procedures in full compliance with the Principles.

Set out below are details of Intoll’s corporate governance regime and a corporate governance statement will be included in Intoll’s first annual report.

Intoll intends to implement a governance deed that provides a number of undertakings to Intoll security holders around the governance arrangements in respect of Intoll. It is intended that this deed will ensure Intoll's governance arrangements mirror those of an Australian listed company, and consequently conform to the regulatory requirements in regard to its governance practices. Specifically the undertakings in this deed would ensure:

(a) Intoll will hold a general meeting for Intoll Trust (I) and Intoll Trust (II) in conjunction with the Intoll International Limited AGM each calendar year by 30 November;

(b) the annual Intoll financial report, directors’ report and audit report must be considered by the AGM;

(c) Intoll security holders may submit written questions to the auditor;

(d) an advisory resolution on the remuneration report will be put to the AGM;

(e) Intoll’s auditor will be required to attend the AGM;

(f) the chair of the AGM must allow a reasonable opportunity to ask questions or comment on the management of MIG and on the remuneration report, and ask questions of the auditor;

(g) the Intoll Management Limited Board will be appointed by its shareholder in accordance with an ordinary resolution of Intoll security holders;

(h) one-third of directors of Intoll Management Limited and Intoll International Limited (or the number nearest one-third) and any other Director of Intoll Management Limited and Intoll International Limited (excluding the CEO if also a director) who has held office for at least three years is required to retire from office at each AGM. There must be an election of directors each year;

(i) directors of Intoll Management Limited and Intoll International Limited may be removed by an ordinary resolution of Intoll security holders;

(j) the CEO and CFO must make certain declarations to the Intoll Boards in relation to the financial statements;

(k) the directors’ report must include information to reasonably allow members to make an informed assessment of Intoll’s operations, financial position, and business strategies and prospects;

(l) the annual report must include details of directors’ and the company secretary’s qualifications and experience, and the directors’ attendance at board and committee meetings;

(m) the annual report must include details of directors’ relevant interests in securities issued by the company or a related body corporate and other listed company directorships in the last three years;

(n) the directors’ report must include a remuneration report;

(o) the audit report needs to include statements about non-audit services and auditor independence.