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Australia (:star:Respect the rights of shareholders—respect the rights of…

- - - - Two recommendations support this principle: first, the
      - company should design and disclose a communications strategy to promote effective
      - communication with shareholders and encourage effective participation at general meetings;
      - and secondly, the company should request the external auditor to attend the AGM and to be
      - available to answer shareholder questions about the conduct of the audit, and preparation
      - and content of the auditor’s report.
- - - - Three recommendations support this principle: the
      - board or appropriate board committee should establish policies on risk oversight and
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      - management; the CEO and CFO (or equivalents) should state to the board in writing that
      - they have made their statement about the integrity of the financial statements based on a
      - sound system of risk management and internal control and compliance, and that that system
      - is operating efficiently and effectively; and explanations should be provided of any departures
      - from the aforesaid best practice recommendations.
- - - - There are five recommendations relating to the principle:
      - ● disclosure should be provided of the company’s remuneration policies to enable
      - investors to understand the costs and benefits of those policies, and the link between
      - remuneration and corporate performance;
      - ● the board should establish a remuneration committee;
      - ● there should be a clear distinction between the structure of non-executive directors’
      - remuneration and that of executives (non-executive directors should receive fees but
      - not options or bonus payments);
      - ● payment of equity-based executive remuneration should be made in accordance with
      - thresholds set in plans approved by shareholders;
      - ● there should be disclosure of various aspects, including the remuneration policies, and
      - the names of the remuneration committee members and their attendance at meetings.