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E-Pay Asia : Corporate Governance
 
 
Corporate Governance
     
     
  The Corporate Governance below is last updated by e-pay asia on 22 February 2007  
     
  e-pay asia Limited ("e-pay asia") and the Board are committed to achieving and demonstrating the high standards of corporate governance taking into account the Company's size and operations.  
     
  A review of the Company’s corporate governance framework was undertaken in light of the best practice recommendations ("Recommendations") released by the Australian Stock Exchange Corporate Governance Council in March 2003. The Company’s policies and procedures were largely consistent with the recommendations, taking into account its size and operations.  The Company undertook a program to incorporate the best practice recommendations in its policies and procedures where, given the Company size and type, it was appropriate and practical to do so.  
     
  e-pay asia has posted copies of its key Corporate Governance Practices onto the website.  These can be viewed by clicking on the links below.   The following Corporate Governance materials refer to ancillary, procedural documents which are not posted on the website but may be obtained by email, on request.  
     
     
 

- Schedule of Committee Members
- Board charter
- Audit Committee charter
- Remuneration Committee charter
- Nomination Committee charter
- Risk management guidelines and policy
- Directors' code of conduct
- Corporate code of conduct
- Securities trading policy
- Continuous disclosure policy
- Shareholder communication guidelines and policy

 
     
     
   
     
  Schedule of Committee Members  
     
 
Audit Committee     Chairman - Non Executive Director - John Croft
  Non Executive Director - Jack Tan - Secretary
   
Remuneration Committee Chairman - Non Executive Director - John Croft
  Non Executive Director - Jack Tan - Secretary
   
Nomination Committee Chairman - Non Executive Director - John Croft
  Non Executive Director - Jack Tan - Secretary
 
     
   
   
  Board charter  
     
  1. Role of the Board  
  This Board charter (“Board charter”) sets out the principles for the operation of the Board of directors (“Board”) of e-pay asia Limited (“e-pay asia”) and describes the functions of the Board and those functions delegated to management of e-pay asia.  
     
  The Board has a primary responsibility to the shareholders for the welfare of e-pay asia by guiding and monitoring the business and affairs of e-pay asia.  e-pay asia recognises the importance of the Board in providing a sound base for good corporate governance in the operations of e-pay asia.  The Board must at all times act honestly, fairly and diligently in all respects in accordance with the law applicable to e-pay asia.  Furthermore, the Board will at all times act in accordance with all relevant e-pay asia policies.  
     
  Each of the directors, when representing e-pay asia, must act in the best interests of the shareholders of e-pay asia and in the best interests of the company as a whole.  
     
  This charter and the various complementary charters adopted by the Board and the various committees have been prepared and adopted on the basis that there is a contribution that good governance can make to the performance of e-pay asia.  
     
     
  2. Responsibilities of the Board  
  One of the key ways the Board can add value to e-pay asia is by selecting the right chief executive officer for e-pay asia.  Beyond this, the Board will ensure that management has in place appropriate processes for risk assessment, management and internal control, and monitoring performance against agreed benchmarks.  The Board will work with senior management as collaborators in advancing the interests of e-pay asia.  
     
  This charter delegates authority and recognises that once delegated, management needs to be free to manage.  The Board will not be too accepting of management’s views and will test and question management’s assertions, monitor progress, evaluate management’s performance and will, where warranted, take corrective action.  
     
     
 
 

2.1 The Board is responsible for the stewardship of the affairs of e-pay asia, including:

  • Financial strategic objectives.
  • Evaluating, approving and monitoring the strategic and financial plans of e-pay asia.
  • Evaluating, approving and monitoring the annual budgets and business plans.
  • Evaluating, approving and monitoring major capital expenditure, capital management and all major corporate transactions, including the issue of securities of e-pay asia.
  • Approving financial reports and material reporting matters.
   
   
 

2.2 Executive management

Appointing, monitoring, managing the performance of, and if necessary terminating (the employment of) the chief executive officer.  Consistent with the obligation to monitor the chief executive officer, the Board has identified the role and responsibilities of the chief executive officer as described in section 4.4 and 4.5.  The Board will consider this job description and the chief executive officer’s authorities and accountabilities, as well as performance indicators to provide monitoring benchmarks.

Managing succession planning for the position of chief executive officer, chief financial officer, and others.  It is envisaged that this would involve working with the chief executive officer to identify the requirements for critical positions and individuals that can fill those positions on both an emergency basis and over the longer term.

Overseeing and ratifying the appointment and termination of employment of the chief financial officer.

Ratifying the terms of appointment of senior management, including in relation to the terms of equity remuneration.

   
   
 

2.3 Risk management

  • Monitoring e-pay asia’s performance in relation to principles of best practice corporate governance as identified and resolved by the Board.
  • Approving and monitoring e-pay asia’s risk management framework.
  • Approving and monitoring compliance with e-pay asia’s key corporate policies and protocols.
  • Monitoring e-pay asia’s operations in relation to, and compliance with relevant regulatory requirements, including ASX, AIM, Australian Corporations Act and Malaysian Companies Act.
   
   
 

2.4 Guidelines for risk management and strategic planning

The Board will be actively and regularly involved in risk management and strategic planning.  The intention of the Board is that these functions will be closely integrated.  Strategic planning will be based on the identification of opportunities and the full range of business risks that will determine which of those opportunities are most worth pursuing.  The Board recognises that strategic planning is an ongoing process that must be responsive to changes in the external environment and internal developments.

The Board’s involvement in strategic planning and the monitoring of risks does not mean the Board intends to manage the business, but it recognises the Board is responsible for overseeing management and holding it to account.

The Board will oversee the process that management has in place to identify business opportunities and risks.

The Board will consider the extent and types of risk that are acceptable for e-pay asia to bear.

The Board will monitor managements systems and processes for managing a broad range of business risks.

The Board will, on an ongoing basis, review with management how the strategic environment is changing, what key business risks and opportunities are appearing, how they are being managed and what, if any, modifications in strategic direction should be adopted.

The Board intends to benchmark its activities regarding corporate governance against the following criteria for ongoing assessment:

  Identification
Clarify e-pay asia’s core values for the organisation and identify these clearly.
   
  Analysis
 Examine the core values and develop a model for identifying events within the organisation that could adversely impact on the core values.
   
  Assessment
Allocate priorities to the risk rated items and integrate these items within the existing (and/or contemplated) operational plans and structures.
   
  Treatment
Develop a scheme for integrating the outcomes within the organisational structure and delegations of authority to ensure responsibilities are matched with the necessary authority and appreciation of the core values.
   
  This involves the development of training programs to foster the core values throughout e-pay asia. This means for instance that every person dealing with the investment community appreciates the importance of ensuring that material or price sensitive information is not disclosed to investors or other market professionals or employees of e-pay asia or any members of public if it is not publicly available.
   
  Ongoing monitoring
This is an essential element of e-pay asia’s program and includes an active program of continuous improvement, including keeping up to date on best practice, fostering a compliance culture, training and recognition.
   
   
 

2.5 Reporting
The Board must supervise the Audit Committee’s recommended disclosure in the annual report and report publicly any departures from the ASX best practice recommendations and any publicly available information about e-pay asia’s policies.

Any decision to deviate from the best ASX practice recommendations must be recommended by the relevant committee and approved by a resolution of the Board. The nominated adviser (“Nomad”) should be consulted if such a proposition in put forward.

e-pay asia will, where appropriate, include an appropriate statement regarding departures from ASX and/or AIM best practice recommendations in the annual report.

The Board via the Disclosure Committee, will supervise the public disclosure of all matters that the ASX and/or AIM best practice recommendations recommend be publicly disclosed consistent with the Disclosure policy and will provide a commentary on any Board decision not to make such disclosure or to clarify what disclosure has been made. The Disclosure Committee will consult with the Nominated Adviser in respect of disclosures they intend to make or in the event they decide not to make a disclosure.

   
   
3. Structure of the Board
The Board is to comprise a majority of non-executive directors who are considered by the Board to be independent, in accordance with the criteria in section 6.1.1, and will be of such size and competence necessary to understand properly and deal with the current and emerging issues of the business of e-pay asia.
The directors will appoint as chairman of the Board, one of the non-executive directors who is independent.
Each director is bound by all e-pay asia’s charters, policies, and codes of conduct, including without limitation:
e-pay asia Securities trading policy; and
 
e-pay asia Code of Conduct.
The Board and/or the Committees have delegated carriage of the operation and management of e-pay asia’s business to the chief executive officer and, through the chief executive officer, to appropriate members of the senior management group.
 
This charter is designed to facilitate a mature and constructive relationship with e-pay asia’s management – one that is grounded in a mutual understanding of their respective roles and the ability of the Board to act independently in fulfilling its responsibilities.
 
The Board will approve and monitor delegations of authority from the chief executive officer to senior management.
 
 
4. Statement of the division of authority between the chairman and chief executive officer
   
  4.1 Objective
 

Consistent with its commitment to best practice corporate governance, e-pay asia recognises the importance of the office of chairman and the office of chief executive officer of e-pay asia.

e-pay asia recognises that it is important that the chairman and the chief executive officer have defined roles in the organisation and function in accordance with clear functional lines.

   
   
  4.2 Role of e-pay asia chairman
 

In accordance with clause 11.6.2 of the constitution, the Board has resolved to appoint a chairman and determine the period for which he or she holds office.

The chairman will be selected on the basis of relevant experience, skill and leadership abilities that the Board recognises from time to time.  The Board at the first board meeting following the annual general meeting will consider the position of chairman.

   
   
  4.3 Specific duties of the chairman
 

The chairman will:

  • chair board meetings;
  • establish the agenda for board meetings, in consultation with the chief executive officer and company secretary;
  • chair meetings of members, including the annual general meeting of e-pay asia;
  • chair the Nomination Committee, be a member of the Audit and Remuneration Committees and sit on other committees as agreed with the rest of the Board;
  • be the primary spokesperson for e-pay asia at the annual general meeting.  The chairman and the chief executive officer will agree between themselves as to their respective roles in relation to all meetings (formal and informal) with shareholders and all public relations activities;
  • in conjunction with/in consultation with the chief executive officer and the Nominated Adviser, approve and/or delegate authority for the approval of all material ASX, AIM and other investor and shareholder releases;
  • be the primary channel of communication and point of contact between the Board (and the directors) and the chief executive officer;
  • be kept fully informed by the chief executive officer of all material matters which may be relevant to directors, in their capacity as directors of e-pay asia;
  • in conjunction with the chief executive officer and other appropriate members of senior management, review all matters material to the interests of e-pay asia;
  • provide guidance and mentoring to the chief executive officer;
  • chair the chief executive officer evaluation process through the Nomination and/or Remuneration Committee;
  • ensure the annual process of Board evaluation is conducted;
  • ensure non-executive directors are made aware of significant emerging issues of which the Chairman is aware.
  • approve all Director dealing in e-pay asia’s securities.

   
  4.4 Role and responsibilities of the chief executive officer
 

The chief executive officer has primary responsibility to the Board for the affairs of e-pay asia.

The Board appoints the chief executive officer to manage the business on its behalf (and shareholders) and must delegate sufficient powers to allow him or her to manage effectively.  The chief executive officer must carry out the objectives of the Board in accordance with its instructions, and report to the Board all matters the chief executive officer considers to be material to the affairs of e-pay asia.

   
   
  4.5 Specific duties of the chief executive officer
 

The chief executive officer will:

  • develop with the Board, implement, monitor and report on the strategic and financial plans for e-pay asia;
  • develop, implement, monitor and report on the annual budgets and business plans;
  • plan, implement, monitor and report on all major capital expenditure, capital management and all major corporate transactions, including the issue of any securities of e-pay  asia;
  • develop all financial reports, and all other material reporting and external communications by e-pay asia, including material announcements and disclosures, in accordance with e-pay asia’s external communications policy;
  • manage the appointment of the chief financial officer, company secretary and any other senior management positions;
  • develop, implement, monitor and report on e-pay asia’s risk management framework;
  • consult with the chairman and the company secretary in relation to establishing the agenda for Board meetings;
  • agree with the chairman their respective roles in relation to all meetings (formal and informal) with shareholders and all public relations activities;
  • in conjunction with/in consultation with the chairman, approve and/or delegate authority for the approval of all material ASX and AIM releases, and other investor and shareholder releases;
  • be the primary channel of communication and point of contact between senior management and the Board (and the directors);
  • keep the chairman fully informed of all material matters which may be relevant to the Board, in their capacity as directors of e-pay asia;
  • in conjunction with the chairman and other appropriate members of senior management, review all matters material to the interests of e-pay asia;
  • provide strong leadership to, and effective management of, e-pay asia in order to:
  -        encourage cooperation and teamwork;
  -        build and maintain staff morale at a high level;
 

-        build and maintain a strong sense of staff identity with, and a sense of allegiance to, e-pay asia;

  • ensure a safe workplace for all personnel, including for contractors and consultants;
  • ensure that e-pay asia has regard to the interests of employees and customers of the company and the community and environment in which the company operates; and
  • otherwise carry out the day-to-day management of e-pay asia.
   
   
  4.6 Limitations on delegated authority of the chief executive officer
 

The delegation of authority to the chief executive officer is subject to the limits determined by the Board.

The chief executive officer is formally delegated by the Board to authorise all expenditure as approved in the budget, provided that capital expenditure in excess of $500,000 must be approved by the Board and all payments to the chief executive officer, outside of normal agreed monthly remuneration, must be authorised by the chairman and subsequently ratified by the Board.

   
   
5. Chief financial officer
The chief financial officer will:
  • conduct his or her duty at the highest level of honesty and integrity, recognising that integrity is the benchmark against which the chief financial officer must conduct all decision making;
  • observe the rule and the spirit of the law and comply with any relevant ethical and technical standard;
  • maintain the confidentiality of all information acquired in the course of conducting the role and not make improper use of, or disclose to third parties, any confidential information unless that disclosure has been authorised by the Board, or is required by law or by the ASX Listing Rules and/or AIM Rules;
  • observe the principles of independence, accuracy and integrity in dealings with the Board, Audit Committees, external auditors and other senior managers within e-pay asia;
  • disclose to the Board any actual or perceived conflicts of interest, whether of a direct or indirect nature of, which the chief financial officer becomes aware and which the chief financial officer reasonably believes may compromise the reputation or performance of e-pay asia;
  • maintain transparency in the preparation and delivery of financial information to both internal and external users;
  • exercise diligence, skill and good faith in the preparation of financial information and ensure that such information is accurate, timely and represents a true and fair view of the financial performance and condition of e-pay  asia and complies with all relevant legislative requirements;
  • ensure the maintenance of a sound system of internal controls to safeguard e-pay asia’s assets and manage risk exposure through appropriate forms of risk control;
  • set a standard of honesty, fairness, integrity, diligence and competency in respect of the position of chief financial officer; and
  • observe, develop and implement the principles of this charter in a conscientious, consistent and rigorous manner.
 
 
6. Independence of directors

The new standards of independence in Australia, UK and overseas that will impact on the perception of who can be characterised as an independent non-executive director. The following questions have been adopted by e-pay asia to assist in defining independence. However, e-pay asia is not proposing to adopt hard and fast "set and forget" rules.

 
  6.1. 1 Independence standard
 

At the time of a director’s appointment the Board will consider independence having regard to the answers to the following questions and resolve whether to consider the relevant director independent.
Is the director a substantial shareholder [1] of e-pay asia or an officer of, or otherwise associated directly with, a substantial shareholder of e-pay asia?

Has the director, within the last three years been employed in an executive capacity by e-pay asia or another group member, or been a director after ceasing to hold any such employment?

Within the last three years has the director been:

   
 
  • a principal of a material professional adviser;
  • a material consultant to e-pay asia or another group member; or
  • an employee materially associated with the service provided by such adviser or consultant to e-pay asia?
   
 

Is the director a material supplier or customer of e-pay asia or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer?

Does the director have a material contractual relationship with e-pay asia or another group member other than as a director of e-pay asia?

Has the director served on the Board for a period that could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of e-pay asia?

Is the director free from any interest and any business or other relationship that could, or could reasonably be perceived to, materially interfere with the director’s ability to act in the best interests of e-pay asia?

Materiality

The Board will from time to time determine relevant materiality thresholds for the purposes of independence. The general threshold for materiality is, in the case of service providers or similar, more than $250,000 per annum and the relevant director does not receive any remuneration directly related to the e-pay asia's use of the firm, for example "finder fees" etc. Although the threshold is fluid and not hard and fast.

   
   
  6.2 Disclosure of independence
 

Each independent director of e-pay  asia must regularly provide the Board of e-pay  asia all information regarding his or her interests that is relevant to his or her independence having regard to the standard discussed in section 6.1.1.  Where the independent status of a director is lost, this must be immediately disclosed to the market.

   
   
  6.3 Annual report disclosure
  The Board must ensure that each annual report of e-pay asia meets the disclosure requirements of the ASX Listing Rules, AIM Rules, Australia Corporation Acts and the rules relating to the relevant reporting standard being used (e.g. IFRS).
   
   
7. Conflicts of interest

As a general principle each director must bring an enquiring, open and independent mind to board meetings, listen to the debate on each issue raised, consider the arguments for and against each motion and reach a decision that he or she believes, to be in the best interests of e-pay asia as a whole free of any actual or possible conflict of interest and consistent with the Directors’ code of conduct.

If the Board determines that a director might be in a position where there is a reasonable possibility of conflict between his or her personal or business interests, the interests of any associated person, or his or her duties to any other company, on the one hand, and the interests of e-pay asia or his or her duties to e-pay asia, on the other hand, the Board will require that the director:

fully and frankly informs the Board about the circumstances giving rise to the conflict; and

abstains from voting on any motion relating to the matter and absenting himself or herself from all board deliberations relating to the matter including receipt of board papers bearing on the matter.

If the Board resolves to permit a director to have any involvement in a matter involving possible circumstances of conflicting interests, the Board must minute full details of the basis of the determination and the nature of the conflict, including a formal resolution concerning the matter.

If a director believes that he or she may have a conflict of interest or duty in relation to a particular matter, the director should immediately consult with the chairman.

The company secretary will maintain a register of all possible conflict of interest situations.

 
 
8. Meetings

Directors should ordinarily receive board papers and related material not later than five days prior to the relevant meeting.

The chairman of the meeting should ensure the availability and, if necessary, the attendance at the relevant meeting, of any member of executive management responsible for a matter included as an agenda item at the relevant meeting.
The non-executive directors will meet from time to time to conduct a non-executive discussion of board and management issues.  These meetings are to be used to provide feedback about board processes, including the adequacy and timeliness of information being provided to the Board.  At times these meetings may focus on substantive issues that some board members may prefer to discuss without management present.  These meetings may also discuss areas where the performance of independent directors could be strengthened.
Any issues arising from these meetings that bear on the relationship between the Board and management will be communicated quickly and directly to the chief executive officer by the chairman.

 
  8.1   Agenda
  An agenda will be prepared for each board and committee meeting.  The Board meeting will generally follow the format outlined below.
   
 
  1. Review of previous minutes for meetings of directors
  2. Business arising
  3. Financial Report
  4. Company announcements
  5. Any other business
   
  Each meeting should allow for informal discussions between board members.
   
 

Circulating Resolutions
Urgent matters that cannot wait until the next board meeting can be dealt with by a circulating resolution.  A circulating resolution should be approved by the chairman before being circulated and should normally be preceded by a telephone meeting if practical.

A circulating resolution must be signed by all directors approving the action and will be entered in the Board minute book.  If all directors approving the action do not sign the resolution, the item is deferred to the next board meeting.

   
 
9. Audit Committee

The Corporations Act 2001 allows the directors to delegate their powers regarding financial matters to the Audit Committee.  This charter relies on those delegation powers as specific authority for the rest of the Board to rely reasonably on information or advice provided to the Board by its various committees, to assist the Board in the discharge of its responsibilities (either in whole, or in conjunction with the Board).  The Board has established the following committees:

The committee is designed to consider specific matters and make recommendations to the Board.  However, it is not intended that the committee restrict the ability of the Board to make an independent assessment of the recommendations, having regard to the Board’s knowledge of e-pay asia and the complexity of the structures and operations of e-pay asia.  The Board will consider the materials and recommendations presented to them and bring their own mind to bear on the issue using the skill and judgment they possess.

The Board will consider and approve the charters of the committee.

The Board will receive copies of committee papers / minutes / agendas in respect of each committee and all non-executive directors may attend meetings of committees of which they are not members.

The committee has the discretion to invite members of management to the committee meetings and may delegate tasks to management where appropriate.

 
 
10 The Board and executive management

Any director may communicate directly with employees of e-pay  asia but such communications are to be made having regard to the efficient operation of e-pay  asia and the need to preserve and maintain an effective chain of command and the confidentiality of the Board’s deliberations.

Where individual directors wish to communicate with executive management or with other employees or representatives of e-pay asia in relation to company business, all communications can be direct.  All communications of a material or sensitive nature must be facilitated by the chairman.

 
 
11 Independent advice
A director of e-pay asia is entitled to seek independent professional advice (including but not limited to legal, accounting and financial advice) at e-pay asia’s expense on any matter connected with the discharge of his or her responsibilities, in accordance with the procedures and subject to the conditions set out below:
 

a director must seek the prior approval of the chairman;

in seeking the prior approval of the chairman, the director must provide the chairman with details of:

-   the nature of the independent professional advice;
-   the likely cost of seeking the independent professional advice; and
-   details of the independent adviser he or she proposes to instruct.    

the chairman may prescribe a reasonable limit on the amount that e-pay asia will contribute towards the cost of obtaining such advice;

the chairman must approve of the independent adviser nominated by the director;

all documentation containing or seeking independent professional advice must clearly state that the advice is sought both in relation to e-pay asia and to the director in his or her personal capacity.  However, the right to advice does not extend to advice concerning matters of a personal or private nature, including for example, matters relating to the director’s contract of employment with e-pay  asia (in the case of an executive director) or any dispute between the director and e-pay  asia;

the chairman may determine that any advice received by an individual director will be circulated to the remainder of the Board.

 
 
12 Remuneration

Subject to the relevant provisions in e-pay asia’s Constitution, the level of non-executive director and chief executive officer remuneration will be set by the Remuneration Committee so as to attract the best candidates for the Board while maintaining a level commensurate with boards of similar size and type.

In line with e-pay asia’s desire to maintain director independence, each director is permitted to deal in personal securities of e-pay asia in accordance with the Securities trading policy.

 
 
13 Board performance

The Board believes that regular assessment of the Board's effectiveness and the contribution of individual directors is essential to improve governance of e-pay asia.

At least once in each financial year, the Board must complete/facilitate the completion of a performance evaluation.
The focus of the evaluation will be on how performance can be made more meaningful in setting and achieving goals that add value.  The results will be internal to the Board, but disclosure will be made in the annual report and e-pay asia’s website that such evaluations are undertaken.

The Board will determine the manner and form of the performance evaluation.

 
 
14 Access to Board Charter
This charter will be available, upon request, to each director of e-pay asia, the senior management group, external auditors and shareholders.This charter will be available to other interested parties upon request, and upon the approval of the chairman.
 
 
15 Review of Board Charter
The Board will, at least once in each financial year, review this charter, and the charter of each of the Committees, and make any amendments it determines are necessary or desirable.
 

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[1] Substantial shareholder is defined for this purpose as holding 5% or more of the issued shares

 
 
   
   
  Audit Committee Charter  
     
  1. Constiution  
  The Board of Directors of e-pay  asia Limited has established a Committee of the Board known as the Audit Committee to which it delegates certain activities described below but for which it remains ultimately responsible.  
     
  2. Terms of Reference  
 

Refer to The Audit Committee Terms of Reference Document

 
     
   
     
  Remuneration Committee Charter  
     
  1. Constitution
The Board of Directors of e-pay Asia has established a committee of the Board known as the Remuneration Committee to which it delegates certain activities described below but for which it remains ultimately responsible.
 
     
  2. Terms of Reference
Refer to The Remuneration Committee Terms of Reference document.
 
     
   
     
  Nomination Committee Charter  
     
  1. Constitution
The Board of Directors of e-pay Asia has established a committee of the Board known as the Nomination Committee to which it delegates certain activities described below but for which it remains ultimately responsible.
 
     
  2. Terms of Reference
Refer to The Nomination Committee Terms of Reference document.
 
     
   
   
  Risk management guidelines and policy  
     
  1. Introduction – “recognise and manage risk”  
  This policy is established to ensure that e-pay asia implements a comprehensive system of risk identification, assessment and management.  The risk management system will form an integral part of the Company’s structure and will be designed to:  
     
 
  • identify, assess, monitor and manage risk; and
  • inform investors of major risks faced by e-pay asia and any significant changes to those risks.
 
     
  e-pay asia will regularly review the risk factors applicable to the company and ensure that procedures are set in place which are effectively and efficiently managing these risks within the particular context of e-pay asia’s business strategy and the environment in which the Company operates.    
     
     
  2  Risk management policy  
  The Board has established a Risk Management Committee which forms an integral part of e-pay asia’s structure.  The Risk Management Committee is to ensure that the Board, directors and the management are aware of all actual and potential risks facing the business and that a system to identify, monitor, assess and manage risk is implemented and effective.  
     
 
  2.1 Risk management Committee
 

The Committee shall develop and implement a system approved by the Board for the assessment, monitoring and overall management of identified internal and external risks.  The Board is responsible for establishing the Committee, appointing Committee members and overseeing its activities.

The Committee’s responsibilities shall include e-pay asia’s internal control environment, and ensuring that the Company has an integrated framework of internal compliance and controls based on formal procedures and appropriate delegation of authority and responsibility.

The key function of the Committee is to identify and more importantly prioritise risk arising from business strategies and activities and ensure that appropriate risk management controls are implemented and are effective.

Risk monitoring and assessment activities will be designed to reduce, or otherwise manage, risk to levels that are acceptable to the Company. 

The Committee provide periodic reports of the results of the risk management process to the Board and management. 

In particular the Committee will:

  • review previous risk evaluation reports by management, external auditors;
  • ensure that e-pay asia has a clear policy and procedure for reporting, acting upon and documenting breaches of laws, including fraud and theft;
  • compile information to evaluate the effectiveness of risk litigation monitoring and communication of risks;
  • review the adequacy and timeliness of recording of risk management results;
  • review the completeness of management’s risk analysis and actions taken to remedy issues raised by the risk management process;
  • determine the effectiveness of management self-assessment process;
  • review risk related issues that may indicate weakness in risk management practices;
  • formulate procedures for use in assessing and monitoring and responding to risk.
  • At least annually, the Board will review the effectiveness of the implementation of the risk management system, including all financial and non financial internal and external risks that face e-pay asia.
   
   
  2.2 Committee Composition
  The Committee will comprise three members consisting of a majority of independent non-executive directors. The Board will appoint one of these members as the chairman of the Committee.
   
  The Committee members are
Chairman – independent non-executive director – Mike Lee
Member – independent non-executive director – Jack Tan – Secretary
Member – executive director – Simon Loh
   
 

The Board will appoint the members of the Committee with due regard to the provisions of the Corporations Act 2001.

   
 
  2.2.1 Removal or resignation from the Committee
  If a member of the Committee retires, is removed or resigns from the Board, that member ceases to be a member of the Committee.  The Board will appoint the successor.
   
  2.2.2 Committee may invite
  The Committee may invite any senior management member or any other individual to attend a meeting of the Committee, as they consider appropriate.
   
  2.2.3. Secretary
  The Company Secretary is the secretary of the Committee.
   
   
  2.3 Meetings
 
   
  2.3.1 Frequency
The Committee will meet as frequently as required but not less than once a year.  Any Committee member or the company secretary may call a Committee meeting.
   
  2.3.2. Calling meetings and notice
A notice of each meeting confirming the date, time, venue and agenda must be forwarded to each member of the Committee (with a copy to all board members) seven working days before the date of the meeting.  The notice for members will include relevant supporting papers for the agenda items to be discussed.
   
  2.3.3 Advice
The Committee is entitled to direct any special investigation that the Committee considers appropriate and to consult any independent expert that the Committee considers appropriate to carry out its duties.  e-pay asia bears the costs of any such investigation or consultations.
   
 

2.3.4 Report to board
The Committee chairman, or delegate, will report to the Board following each meeting. 

The Committee will prepare for approval by the Board any report, the subject of this policy that may be:

  • required by any listing rule, legislation, regulatory body or other regulatory requirement; or
  • proposed for inclusion in the annual report.
   
  2.3.5 Minutes
Minutes of proceedings and resolutions of Committee meetings will be kept by the secretary.  Minutes will be distributed to all Committee members and the chairman of the Board, after the Committee chairman has given preliminary approval.  Minutes, agenda and supporting papers will be made available to any director upon request to the secretary, providing no conflict of interest exists.
   
 

2.3.6 Quorum and voting
A quorum will comprise two directors, one of whom shall be independent non-executive director Committee members. In the absence of the Committee chairman or appointed delegate, the members will elect one of their number as chairman for that meeting.

Each member will have one vote and the chairman of the Committee will not have a second or casting vote.

   
 

2.3.7   Overlap
The Chairman of the Committee will liaise with the Chairman of the Audit Committee to ensure that areas of overlap between the two Committees are appropriately addressed and that matters which are properly the responsibility of the Audit Committee are not separately dealt with by the Risk Management Committee.

   
   
  3. Review
The Committee chairman will conduct an annual review of this policy and charter to ensure that it continues to reflect the current best industry practice processes. The Board will need to approve any amendments that stem from the review.
   
 
     
   
   
  Directors' code of conduct  
     
  1. Introduction  
  This is the directors’ code of conduct (“Code”) for e-pay asia Limited (“e-pay asia”).  The Code sets out the standards to which each director will adhere whilst conducting their duties and is in addition to the corporate code of conduct.  
     
  2. Directors' code of conduct  
 
   
  A director must act honestly, in good faith and in the best interests of e-pay asia as a whole. 
   
  A director has a duty to perform the functions of office and exercise the powers attached to that office with a degree of care and diligence that a reasonable person would exercise if they were a director in the same circumstances.
   
  A director should consider matters before the Board having regard to:
 
  • any possible material personal interest he or she may have in the subject matter;
  • the amount of information appropriate to properly consider the subject matter; and
  • what is in the best interests of e-pay asia.
   
  A director must recognise that, in acting as a director of e-pay asia his or her dominant purpose or object must be to serve the interests of the members of e-pay asia as a whole, not the interests of any particular group of directors or stakeholders or the director's personal or commercial interests.  In circumstances of insolvency or near insolvency, the duty to act in the best interests of members is overridden by a duty to act in the best interests of creditors.
   
  A director must not make improper use of information acquired as a director to gain a personal advantage or to cause detriment to e-pay asia.
   
  A director must not take improper advantage of the position of director to gain a personal advantage or to cause detriment to e-pay asia.
   
  A director must not place himself or herself in a position where there is a reasonable possibility of conflict between his or her personal or business interests, the interests of any associated person, or his or her duties to any other company, on the one hand, and the interests of e-pay asia or his or her duties to e-pay asia, on the other hand.  The action which a director will be required to take if he or she is faced with an actual or potential conflict of interest or duties in relation to a particular matter being considered by the Board will depend on the nature and circumstances of the conflict and may include any of the following: 
   
 
- fully and frankly informing the Board about the circumstances giving rise to the conflict;
- abstaining from voting on any motion relating to the matter and absenting himself or
 
- herself from all board deliberations relating to the matter; or  
- resigning from the Board.
- If a director believes that he or she may have a conflict of interest or duty in relation to a particular matter, the director should consult with the chairman.
   
  A director must bring an enquiring, open and independent mind to board meetings, listen to the debate on each issue raised, consider the arguments for and against each motion and reach a decision that he or she believes, to be in the best interests of e-pay asia as a whole.  
   
  An opportunity must be provided for a director to put his or her views on issues before the Board or a committee on which he or she sits.  While directors must treat each other with courtesy and observe the other rules in this Code, directors should be able to engage in vigorous debate on matters of principle.
   
  Confidential information (including board or committee papers) received by a director in the course of the exercise of directorial duties remains the property of e-pay asia from which it was obtained and it is improper to disclose it, or allow it to be disclosed, unless that disclosure has been duly authorised by e-pay asia, or the person by whom the information was provided, or is required by law or by the Listing Rules.  
   
  A director must not disclose the content of discussion at board meetings or committee meetings outside appropriate and responsible circles within e-pay  asia with a legitimate interest in the subject of the disclosure, unless that disclosure has been authorised by e-pay  asia, or is required by law or by the ASX Listing Rules.  
   
  A director generally must not engage in conduct, or make any public statement likely to prejudice e-pay asia’s business or likely to harm, defame or otherwise bring discredit upon or denigrate e-pay asia, fellow directors or staff.  A director may make such a statement only if the director believes in good faith that it is in the best interests of e-pay asia as a whole to make such a statement.
   
  A director must, unless exempted by the Board, co-operate in corporate governance procedures prescribed by the Board including periodic appraisals of the performance of the Board conducted by the Nomination Committee.
   
  A non-executive director must devote such time as is necessary to carry out the duties of the non-executive director as determined by the Board.  
   
  A director has an obligation, at all times, to comply with the spirit, as well as the letter, of the law and of the principles of this code of conduct.
   
 
     
     
   
   
  Corporate code of conduct  
     
 

1. Introduction

This is the corporate code of conduct (“Code”) for e-pay asia Limited (“e-pay asia”) and is designed to maintain confidence in the integrity of e-pay asia and the responsibilities and accountability of individuals for reporting and investigating reports of unethical practices. [1]

This Code expresses certain basic principles that e-pay asia, their employees and external consultants should follow in all dealings related to e-pay asia.  They should be loyal to e-pay asia, should show the highest business integrity in their dealings with others, including preserving the confidentiality of other peoples’ information and should conduct e-pay asia’s business in accordance with law and principles of good business practice.

The Code reflects e-pay asia’s recognition that e-pay asia’s reputation is an essential element of e-pay asia’s success.  Each employee and consultant employed by e-pay asia has the responsibility to act in a way that preserves and enhances e-pay asia’s reputation.

Employees will often encounter issues in their work for e-pay asia requiring judgment based on the principles expressed in this Code.  While it is impossible to discuss every conceivable situation that might arise, e-pay  asia believes that the examples contained in this Code illustrate rules that should usually be followed to ensure that the actions of employees and consultants are not and will not be challenged for being unethical.  The material in this Code is meant to be illustrative only and is not intended to limit the principles themselves.

Although e-pay asia expects all employees to be familiar with the principles stated in this Code, e-pay asia does not expect each employee and consultant to be fully versed in the law affecting his or her responsibilities.  Whenever questions of any nature whatsoever arise in relation to the Code, each employee should seek guidance from the chief financial officer who will in turn obtain advice on the interpretation of applicable laws and regulations from e-pay asia’s solicitors.

The Code sets out the standards to which e-pay asia will adhere whilst conducting its business [2] and includes:

  • the approval of the Code by the Board and senior management;
  • the commitment to shareholders;
  • compliance with relevant laws;
  • environment protection;
  • occupational health & safety;
  • equal employment;
  • confidentiality;
  • conflicts of interest;
  • general conduct;

All employees are responsible for e-pay asia achieving the highest levels of business conduct. e-pay asia’s employees are accountable for acting in line with the policies and standards outlined in the Code.  

2. Board

The Board and senior managers of e-pay asia support stand by and will adhere, at all times, to the Code.  It is their view, that the Code will benefit e-pay asia in all that it strives to achieve and will be vital to the success of e-pay asia in the implementation of its strategies.

Proper business conduct is in the long-term interests of e-pay asia because it creates loyalty and trust in employees, customers, the communities in which e-pay asia operate, and other stakeholders.   

3. Shareholders

e-pay asia acknowledges and endorses the expectation that funds of shareholders will be used in a manner that results in the best possible return.  In achieving this aim, the directors, officers and employees will undertake their duties with honesty, integrity, care, skill and diligence.

e-pay asia recognises that transparency in business conduct and open disclosure of the strategies of e-pay asia play a key role in building shareholder value, loyalty and trust.  e-pay asia also recognises that in order to grow and achieve success, it must earn the trust of employees, customers, suppliers, communities and shareholders by being open and communicative.  

4. Compliance with the law

  4.1 Introduction
  e-pay asia employees must comply with the letter and the spirit of all laws and regulations.  This includes:
 
  • understanding the laws and regulations relevant to their work; and
  • complying with those legal requirements.
   
  Some laws affect the business conduct of everyone and include equal employment opportunity and occupational health and safety.  Other laws focus primarily on particular roles in e-pay asia such as the environment, trade practices and the regulatory environment applicable in the countries in which e-pay asia holds licences.
   
  It is crucial that all employees understand the laws that affect both their roles and their general business conduct.  If an employee is unclear of the impact that the law may have on their role, they should seek advice from e-pay asia’s legal advisor.
   
  It is up to the senior managers to ensure that their section or department complies with all relevant laws and regulations.  
   
   
  4.2 Insider trading
 

The Corporations Act 2001, AIM Rules, Financial Services and Markets Act 2000 make it unlawful to deal in the shares of a company while in possession of material information about e-pay asia which has not become public.

Key employees in possession of information concerning e-pay asia that is not generally available, and which a reasonable person would expect to have a effect on the share price are prohibited from buying, selling or otherwise dealing in e-pay asia’s shares. It is also unlawful in those circumstances to encourage someone else to deal in e-pay asia’s shares or to pass the information to someone who may use the information to buy or sell e-pay asia’s shares. The penalties for insider trading are severe and can include imprisonment.

The Securities trading policy of the e-pay asia provides guidelines and prohibitions relating to the trading of e-pay asia’s securities. The general scheme of the Securities trading policy regarding allowable dealings by key employees and directors in e-pay asia’s securities is that personnel should:

  • never engage in short term trading of e-pay asia’s securities;
  • not deal in the e-pay asia’s securities while in possession of unpublished price sensitive information; and
  • notify the company secretary of any material intended transactions involving the e-pay asia’s securities.

In addition, as a general rule, key employees should only buy or sell e-pay asia’s securities during the allowable trading window, i.e. non close period.

   
   
  4.3 Privacy
 

e-pay asia will only collect personal information from its employees ethically and lawfully.  It also seeks to collect information in a fair manner, and in a way that is not unreasonably intrusive.  If you are collecting personal information on behalf of e-pay asia you must inform the person involved of the purpose for which information is collected and be aware that, subject to some limitations, employees will be able to gain access to the information collected on request.  Steps must be taken to ensure that data is appropriately accurate and current and that data is stored no longer than necessary.

Key employees must ensure that the confidentiality of personal information contained in company records is strictly maintained.

Personal information relating to individuals, including individual employees, should not be provided to other employees unless it is required to perform their jobs.  Information relating to employment records, salaries, addresses etc. cannot be released to external organisations unless required by law or upon informed consent from the relevant employee.

   

5. Environment

All e-pay asia’s business activities will be carried out so as to protect the health and safety of employees, contractors, customers and the community while paying proper regard to the protection of the environment.

e-pay asia will use its best endeavors to conduct its operations, including operations undertaken on its behalf, in a manner that is environmentally responsible and sustainable.  e-pay asia will always conduct its business with the protection of the environment as an important goal and comply with the relevant applicable regulations in all countries in which e-pay asia has operations.

The objectives of e-pay asia in protecting the environment are to:

  • ensure e-pay  asia and companies operating on e-pay  asia’s behalf meet or exceed all legal and regulatory requirements for environmental management and protection, and where these are lacking or insufficient to protect the environment, apply best practice standards which will ensure that the environment is protected;
  • maintain awareness within e-pay asia of the responsibility of e-pay asia and its employees and contractors to ensure protection of the environment;
  • regularly review e-pay asia’s operations including those undertaken on its behalf to identify and assess the environmental impact associated with those operations; and
  • ensure directly or through contractual and joint venture agreements implementation and maintenance of management systems, programs and procedures to ensure the environment is protected including the control of discharges and other waste emissions that may harm the environment.
  • All aspects of environmental performance must be reported through senior management to the Board.  

6. Occupational health & safety policy

e-pay asia is committed to the health and safety of all employees.  e-pay asia will work to eliminate hazardous practices and behavior, which could cause accidents, injuries or illness to employees, contractors, visitors and the general public.  e-pay asia strives to have injury free workplaces.  e-pay asia takes particular account of the occupational health and safety risks faced by employees operating overseas.

The primary goal is to assist in providing a safe and healthy work environment for e-pay asia’s employees, contractors and visitors.

The objectives of e-pay asia in ensuring health and safety are to:

  • comply with all relevant statutory obligations;
  • provide adequate resources to establish and maintain safe systems of work;
  • maintain health and safety competency and integrate health and safety requirements in all aspects of business;
  • ensure all incidents are reported and thoroughly investigated with a view to preventing a similar injury occurring;
  • ensure all relevant contracts and agreements entered into require compliance with the applicable operational health and safety legislation.
  • All employees and contractors are accountable for health and safety performance in their areas.  All employees are required to follow rules for safe and healthy operations, report hazards to their supervisors and must always report any injuries that occur to either themselves or others.  

7. Equality in employment

e-pay asia seeks to develop a diverse workforce and provide a work environment in which everyone is treated fairly and with respect.  Merit is the primary basis for employment with e-pay asia.  All employees and applicants for employment should be treated and evaluated according to their job-related skills, qualifications, abilities and aptitudes only.  Any decisions based on characteristics such as gender, age, race, religion, marital status, sexual preference, political belief may constitute discrimination and will not be tolerated at e-pay asia.

Active discrimination and harassment in the workplace in any form is unacceptable.  e-pay asia regards any actions by an employee that constitute harassment or discrimination as serious misconduct.  

8. Confidentiality

Confidentiality is a key characteristic of an efficient and successful business.  Employees are required to protect proprietary, commercial and other information that is confidential to e-pay asia.  These obligations of confidentiality continue after an individual's employment has ceased with e-pay asia.

Information that is not generally available concerning the activities, results, strategies or plans of e-pay asia must be used for authorised purposes only.  This includes using the information provided for a different purpose without first obtaining permission.  Confidential information should be handled and communicated with care, and must not be disclosed outside e-pay asia without proper authority.

Any contracts that are entered into by e-pay asia with customers, consultants and contractors should contain appropriate confidentiality clauses that ensure the protection of e-pay asia’s confidential information.

Managers and supervisors are responsible for ensuring that arrangements are in place for protecting sensitive and confidential information.  

9. Conflicts of interest

Employees should not engage in activities or hold or trade assets that involve, or could appear to involve, a conflict between their personal interests and the interests of e-pay asia.  Such circumstances could compromise or appear to compromise the employee's ability to make impartial business decisions.

If in any doubt regarding an actual or potential conflict of interest, the issue should be discussed with senior management to ensure it can be adequately addressed.  

10. General conduct

Directors, senior management, officers and employees must:

  • not make unauthorised gains or payments. As a general rule, the e-pay asia’s directors, senior management, officers and employees should not accept or offer to give gifts, services, discounts, gratuities or other gains from (or to) people who conduct or seek to conduct business with e-pay asia. This principle has particular application where e-pay asia is involved in a tender. Although small gifts or invitations to local social, cultural or sporting functions are generally acceptable, the offering of bribes to anyone is prohibited outright. Breaking this principle could compromise all concerned. Any gifts, social/sporting events tickets, services should be documented.
  • only use company assets as authorised.  e-pay asia’s assets are critical to business competitiveness and success.  These assets include office equipment and computer systems, the data on those systems (including the passwords allowing access to that data).  e-pay asia’s assets are provided for conducting e-pay asia’s business.  Any use of these assets must be authorised.
  • not make unauthorised public statements.  Great care must be taken in public speaking engagements, media releases and official appearances.
  • treat customers, consumers, the community and suppliers with the utmost respect, integrity and honesty and must strive to deliver a superior performance in conducting their duties.
  • not make political donations on behalf of e-pay asia.  This does not, of course, restrict the rights of employees to attend political functions in a personal capacity.
  • help out fellow workers and work collaboratively and within the bounds of commercial confidentiality.

11. Compliance

 

11.1 Responsibility for monitoring compliance

All directors, senior management, officers and employees of e-pay asia are responsible for ensuring their individual compliance with the Code.

Senior management of e-pay asia will also be responsible for ensuring that the conduct of employees in that manager’s department complies with the Code.

   
   
  11.2 Reporting instances of non-compliance
   
 

All instances of non-compliance with the Code are to be reported:

in the first instance, to the chief executive officer by employees or the Chairman, by directors.

Instances of non-compliance which constitute a serious breach of the Code include any conduct or event involving impropriety which:

  • has the prospect of being a material breach of the law;
  • may have a serious business impact on e-pay asia; or
  • may seriously compromise the reputation of e-pay asia.

Where appropriate, e-pay asia should refer the report of serious non-compliance to the:

  • the Audit Committee (e.g. where the misconduct is an allegation of fraud); and/or
  • the Risk Management Committee.
   
   
  11.3 Consequences of non-compliance
   
 

e-pay asia is committed to ensuring that all directors, executives, officers and employees of e-pay asia comply with the Code.

   
  All instances of non-compliance with the Code are treated seriously by e-pay asia and may result in e-pay asia taking disciplinary action, including dismissal or removal of the person(s) concerned.  
   
   

12. Review

The chief executive officer will conduct an annual review of the Code to ensure that the Code continues to reflect the letter and spirit of all applicable laws and regulations and e-pay asia’s commitment to its staff and the community.

Directors and employees of e-pay asia are encouraged to report any difficulties or challenges encountered by them in complying with the Code (including any inconsistencies between the Code and the business initiatives of e-pay asia) to e-pay asia.  This will assist in the evaluation of the effectiveness of the Code and will highlight any areas of the Code that may require amendment or additional guidance.

--------------------------------------------------------------------------------

[1] ASX Corporate Governance Council, Principles of Good Corporate Governance and Best Practice Recommendations, Recommendation 3.1

[2] ASX Corporate Governance Council, Principles of Good Corporate Governance and Best Practice Recommendations, Recommendation 10.1

 
     
     
   
   
  Securities trading policy  
     
 

1   Background [1]
In order to preserve the reputation and integrity of e-pay asia Limited (“e-pay asia”), it is vital that when people associated with e-pay asia deal in the company’s securities those dealings are not only fair, but are seen to be fair. When directors and key employees deal in securities of e-pay asia they must be sure that it does not reflect badly on them or e-pay asia. The following policy is designed to avoid the possibility that misconceptions, misunderstandings or suspicions might arise.

The general scheme of this policy regarding allowable dealings by key employees and directors in e-pay asia’s securities is that those persons should:

  • never engage in short term trading of e-pay asia’s securities;
  • not deal in e-pay asia’s securities while in possession of price sensitive information;
  • notify the Company’s Nominated Representative of any intended transactions involving e-pay asia’s securities; and
  • restrict their buying and selling of e-pay asia’s securities within the ‘trading window’.

The law imposes a number of significant restrictions on directors and key employees of e-pay asia when they deal in their e-pay asia shares. As fiduciaries these corporate managers must not utilise their position for their own gain or for the gain of any person other than e-pay asia.

The Corporations Act 2001 imposes severe penalties (both criminal and civil) on persons who conduct insider trading activities.  Perhaps more importantly, any perceptions of improper conduct by members of e-pay asia has the potential to substantially damage e-pay asia’s reputation. 

Key employees, senior management and their related parties have implemented the policy set out in this document in an effort to prevent the incidence of insider trading in e-pay asia securities. The policy provides a general summary of the law in Australia in relation to insider trading, and as such operates in addition to the legal requirements. It is the personal responsibility of each individual to comply with this policy.

This is an important document.  If you do not understand any aspect of this policy, it is strongly recommended that you contact the Company Secretary.  

Overview of the insider trading provisions in the Corporations Act

It is illegal for anybody to deal in any securities of a body corporate (including e-pay asia) when in possession of information that the person knows, or ought reasonably to know: 

  • is not generally available (including information that e-pay asia has not disclosed to the market in accordance with e-pay asia’s Continuous Disclosure Policy); and
  • might have a material effect on the price or value of those securities if it was generally available (“Inside Information”).

This prohibition extends to procuring another person to deal and, in the case of securities of listed corporations, extends to communicating the inside information to another person, if the person knows, or ought reasonably to know, that the other person would, or would be likely to, deal in the securities in question or procure another person to do so. 

“Dealing” includes applying for, acquiring or disposing of, or entering into an agreement to apply for, acquire or sell, securities, and “deal” has a corresponding meaning. 

“Securities” include shares, derivatives and other financial products that can be traded on a financial market including financial products issued or created over e-pay asia securities by third parties and products which operate to limit economic risk in securities holdings in e-pay asia.   

Confidentiality and Inside Information

A person in possession of Inside Information about e-pay asia has a duty to keep that information confidential and must not in any way disclose or communicate that information to any person.  Confidentiality is also stressed in relation to external advisers.  

Dealing with security analysts, institutional investors and journalists

You may be exposed to persons outside e-pay asia such as security analysts, institutional investors and journalists.  It is important that you be aware that selective disclosure of non-public information may result in a breach of the insider trading rules.  Thus, if a report containing material non-public information concerning e-pay asia was communicated only to local or trade journals and if full public disclosure of the information was not made at the same time, it is possible that this may give rise to breach of the Corporations Act.   

It is important to stress that it is the mere fact of conveyance of the material non-public information that gives rise to liability, not the manner in which it is conveyed.  For example, the confirmation of an analyst’s educated guess about a situation not known to the general public may be just as much a violation as the direct conveyance of information to an analyst.  This is clearly the case even if the analyst’s case is based upon his or her independent and creative analysis of publicly available information.

Restrictions on trading

Directors, Senior Management who are discharging managerial responsibilities and Consultants of e-pay asia, whose positions expose or are likely to expose them to information regarding the e-pay asia, being:

  • the Board;
  • the Managing Director/Chief Executive Officer of e-pay asia;
  • the Executive Assistant to the Managing Director/Chief Executive Officer, the Chief Financial Officer/Financial Controller/Finance Director;
  • any Senior Management who are discharging managerial responsibilities, or Consultant to, e-pay asia and / or any of its subsidiaries;

(collectively called “Restricted Personnel” for the purposes of this policy) are to be subject to restrictions on trading in e-pay asia securities other than at certain times of the year.  This includes any senior management discharging managerial responsibilities or consultant who may be exposed to Inside Information in the course of their duties.  

Associated parties/Connected persons

Each person in Restricted Personnel has a personal responsibility to ensure that his or her “associated parties” (being immediate family including a spouse (or equivalent) or dependent), family company or trust) complies with the same respective restrictions as apply to Restricted Personnel of e-pay asia.  

Embargo on Restricted Personnel's dealing in e-pay asia shares

In addition to the overriding prohibition on dealing when a person is in possession of Inside Information, Restricted Personnel and their associated parties are embargoed from dealing in e-pay asia securities during the close period as defined below:

1) the period of two calendar months immediately preceding the preliminary announcement of e-pay asia’s full years results or, if shorter, the period between the end of e-pay asia’s financial year and the preliminary announcement of the full year results; and

2) the period of two calendar months immediately preceding the preliminary announcement of e-pay asia’s half years results or, if shorter, the period between the end of e-pay asia’s financial half-year and the preliminary announcement of the half year results;

3) the period of one calendar month immediately preceding the preliminary announcement of e-pay asia’s quarterly results or, if shorter, the period between the end of e-pay asia’s financial year and the preliminary announcement of the quarterly results;

4) any other period when e-pay asia is in possession of unpublished price sensitive information as determined by the Board from time to time or declared as a prohibited period by the Board of e-pay asia;

The Restricted Personnel and their associated parties cannot trade on the date the full year, half year or quarterly announcements are made. The trading is allowed will, in each instance, start on the date after the announcement is made.

If any member of Restricted Personnel is unsure as to the precise start and finish dates of these periods; they should consult the Company Secretary. For the avoidance of doubt, it is stressed that the existence of these trading windows does not permit Restricted Personnel to deal whilst in the possession of Inside Information - this restriction applies at all times.

Each Senior Management member and Consultant will be provided with a copy of this policy on approval of the policy by the Board and thereafter on the employment of new Employees and engagement of new Consultants. Within 10 days of receipt, each member of Restricted Personnel is required to return a signed acknowledgment copy of the policy.

Total embargo on "short-term" trading

In order to prevent the unfair use of information, Restricted Personnel are generally prohibited from short-term trading at all times.  Short-term trading is a purchase and sale of the same securities within a six month period. 

This embargo on short term trading may be accepted in some very limited circumstances for example, exercising options in employee share ownership plans, redemption of securities or certain other option exercises.  

Exemption to trade during embargo period

The Board may, in exceptional circumstances only, approve any member of Restricted Personnel or his or her associated parties selling in e-pay asia securities during an embargo period. An exemption will not be granted by the Board if it considers there is information that is not generally available, but if it were, would be likely to “materially affect” the price of e-pay asia securities.

A Restricted Personnel or his/her associated parties, who is not in possession of inside information in relation to e-pay asia, may be given clearance/exemption to sell his/her securities if he/she is in severe financial difficulty or there are other exceptional circumstances. A person may be in severe financial difficulty if he/she has a pressing financial commitment that cannot be satisfied otherwise than selling the relevant e-pay asia securities.

The above exemption is read in conjunction with the AIM Rules 21: Restriction on deals and Guidance Notes on Rules 21: Restrictions on dealings.

However, the Nominated Adviser and AIM should be consulted at early stage regarding any application by the Restricted Personnel to sell his/her securities during embargo period.

Board of directors' discretion

The Board of e-pay asia have an absolute discretion to place an embargo on Restricted Personnel and / or their respective associated parties trading in e-pay asia securities at any time.  

Notification rules in relation to dealing in e-pay asia securities

Restricted Personnel are required to notify the relevant Nominated Representative of e-pay asia of intended dealings in securities, by themselves or their associated parties, prior to such intended dealings. 

In the case of Directors, the Nominated Representative is the Chairman. In the case of Chairman, the Nominated Representative is the Managing Director/Chief Executive Officer. In the case of all other Restricted Personnel, the Nominated Representative is the Chief Executive Officer/Managing Director. The Nominated Representative should response to the intended dealings application within five business days upon received of such request.

The notice must be in writing and shall include, but not limited to the following:

  • name of security holder;
  • proposed date of dealing;
  • type of proposed transaction (purchase, sale, etc.); and
  • number of securities involved.
  • type of securities (ordinary shares, preference shares, warrants, etc); and
  • the proposed dealing prices.

The Nominated Representative shall provide written consent to the intended dealing by returning the approved application form to the Restricted Personnel. Following completion of the proposed dealing, the member of Restricted Personnel must provide written confirmation to the relevant Nominated Representative that the dealing has occurred, details of the price per security, etc.

The Nominated Representative shall send a copy of the written notice and confirmation to the Company Secretary of e-pay asia.  

Directors to notify ASX and AIM of shareholding

The Directors of e-pay asia are required to complete either Appendix 3X, 3Y or 3Z (as applicable) and provide it to e-pay asia to be filed with the ASX in respect of their shareholding in e-pay asia for the purposes of section 205G of the Corporations Act and Listing Rule 3.19A. In addition, the Company is required pursuant to Rule 17 of the AIM Rules to make an announcement on RNS each time a Director deals in securities of e-pay asia.

Disclosure
In order to maintain transparency, this policy is to be disclosed in the annual report and be made publicly available consistent with the disclosure policy. [2]  

Breaches of policy
Any breaches of this policy will be severely dealt with and may lead to summary termination of employment/engagement and could lead to civil proceedings.

--------------------------------------------------------------------------------

[1] Australian Stock Exchange Corporate Governance Council, Principles of Good Corporate Governance and Best Practice Recommendations, Recommendation 3.2, Box 3.2 includes suggestions for the content of a trading policy.

[2] Australian Stock Exchange Corporate Governance Council, Principles of Good Corporate Governance and Best Practice Recommendations, Guide to reporting on Principle 3.   There is some inconsistency between the commentary and the Recommendation as to whether to disclose the entire policy or a summary of its main provisions the better view is that the entire policy should be made publicly available, whilst the annual report and other publications need only contain a summary of its main provisions

 
     
     
   
   
  Continuous disclosure policy  
     
 

1. Introduction

This is the disclosure policy and procedures for e-pay asia Limited (“e-pay asia”).  This policy is based upon e-pay asia’s desire to promote fair markets, honest management and full and fair disclosure.  The disclosure requirements must be complied with in accordance with their spirit, intention and purpose.  In order to achieve this, e-pay asia has adopted this policy and it is crucial that employees and management at all levels understand and comply with this policy and its procedures.

This policy is not designed as a legal document rather it is part of e-pay asia’s corporate governance program and should be interpreted so as to demonstrate e-pay asia’s real and abiding interest in being, and being seen to be, at the forefront of best corporate governance practice consistent with the size of the company and the industry within which it operates.

Failure to comply with this policy may result in serious civil or criminal liability for e-pay asia and its officers and could damage the reputation of e-pay asia.

When required, disclosure must be made immediately.  Any employee or officer of e-pay asia, who is uncertain as to whether certain information should be disclosed, should immediately contact the Company Secretary.  

2. Purpose

The purpose of this policy is to:

  • summarise e-pay asia’s disclosure obligations;
  • explain what type of information needs to be disclosed;
  • identify who is responsible for disclosure; and
  • explain how individuals at e-pay asia can contribute.  

3. e-pay asia’s disclosure obligations

  3.1 Disclosure principles
  e-pay asia’s main continuous disclosure obligations are set out in ASX Listing Rules 3.1 and 3.1B and Rule 17 and 21 of the AIM Rules. 
   
  3.2  What information must be disclosed?
   
 
 

3.2.1 Price sensitive information

ASX Listing Rule 3.1 states:
Once an entity is or becomes aware of any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity’s securities, the entity must immediately tell ASX that information.

In this policy, it is assumed that existing reporting lines mean that e-pay asia’s executives should, in the course of the performance of their normal duties, become aware of material that will trigger a disclosure obligation.

A reasonable person would be taken to expect information to have a “material effect” on the price or value of shares and other securities of e-pay asia if the information would, or would be likely to, influence persons who commonly invest in e-pay asia securities in making a decision to buy, hold or sell e-pay asia’s securities.

This kind of “price-sensitive” information may derive from the internal activities of e-pay asia or may come from external sources, such as a joint venture partner, an unlisted entity in which e-pay asia has an interest or a decision by a court or government body.

Annexure A sets out examples of the kinds of “price-sensitive” information that e-pay asia may be required to disclose.

If you are ever in any doubt about the importance of information which comes to your attention, you should immediately notify the Disclosure Committee (“Committee”) or the chief financial officer so that a formal decision can be taken as to whether or not to release the information to the market. 

AIM Rule No. 11 states:
General disclosure of price sensitive information

An AIM company must issue notification without delay of any new developments which are not public knowledge concerning a change in:

  • its financial condition;
  • its sphere of activity;
  • the performance of its business; or
  • its expectation of its performance,

which, if made public, would be likely to lead to a substantial movement in the price of its AIM securities.

Guidance Notes:
General disclosure of price sensitive information

Rule 11: General disclosure
(a) The requirements of rule 11 are in addition to any requirements regarding notification contained elsewhere in the rules.

(b) An AIM company need not notify information about impending developments or matters in the course of negotiation and may give such information in confidence to the following category of recipient:

  1. the AIM company’s advisers and advisers of any other persons involved or who may be involved in the development or matter in question;
  2. persons with whom the AIM company is negotiating, or intends to negotiate, any commercial, financial or investment transaction (including prospective underwriters or places of its securities);
  3. representatives of its employees or trades unions acting on their behalf; and
  4. any government department, the Bank of England, the Competition Commission or any other statutory or regulatory body or authority.

    The AIM company must be satisfied that such recipients of information are aware that they must not trade in its AIM securities before the relevant information has been notified.

(c) However, if the AIM company has reason to believe that a breach of such confidence has occurred or is likely to occur and, in either case, the matter is such that knowledge of it would be likely to lead to substantial movement in the price of its AIM securities, it must without delay issue at least a warning notification to the effect that it expects shortly to release information regarding such matter.

(d) Where such information has been made public the AIM company must notify that information without delay.

The Board of e-pay will discuss any potential announcement with their Nomad and seek advice and guidance from their Nomad regarding what should be disclosed.

   
   
 

3.2.2  Information required correcting a false market

ASX Listing Rule 3.1B states:

If ASX considers that there is or is likely to be a false market in an entity’s securities, and asks that entity to give it information to correct or prevent a false market, the entity must give ASX the information needed to correct or prevent the false market.

A false market refers to a market in which e-pay asia’s securities are traded:

  • in the absence of material price-sensitive information having been disclosed; or
  • on the basis of information that is inaccurate or misleading.

Factors such as market speculation on e-pay asia’s earnings projections or misunderstanding concerning the meaning of financial information released by e-pay asia can lead to a false market.

In order to ensure that there is at all times a fair and balanced market in e-pay asia’s shares and other securities, e-pay asia should:

  • release to the market information required to correct a false market, whether or not a request has been received from the ASX; and
  • provide the market with balanced and factual commentary on e-pay asia’s financial results to ensure that e-pay asia’s investors are able to make an informed assessment of e-pay asia’s activities and results.
   
   
 

3.2.3 Exception to requirement to disclose "price-sensitive" information
e-pay asia’s obligation to disclose price-sensitive information does not apply if, and only if, each of the following conditions is and remains satisfied:

  • a reasonable person would not expect it to be disclosed (because, for example, the result of disclosure would be unreasonably prejudicial to e-pay asia);
  • the information is confidential (i.e. not in the public domain); and
  • one or more of the following conditions apply:
  • it would be a breach of a law to disclose the information;
  • the information concerns an incomplete proposal or negotiation (for example, a negotiation to enter into a new contract);
  • the information comprised matters of supposition or is insufficiently definite to warrant disclosure; and/or
  • the information is a trade secret.

Only the Disclosure Committee or the chief financial officer can make a decision as to whether e-pay asia can rely on this exception to its disclosure obligations.

   
   
 

3.2.4 Periodic disclosure
The table below sets out some of the more important periodic disclosure obligations of e-pay asia under the Listing Rules and this policy applies equally to e-pay asia’s periodic disclosure obligations.

Obligations – Periodic Disclosure:

  • Annual and half yearly financial reports
  • Quarterly report as required by the ASX Rules
  • Trading halts and related events
  • Information relating to equity securities
   

4. Disclosure procedures

 

4.1 Release of information to the ASX

e-pay asia must immediately notify the ASX of any undisclosed price-sensitive information in accordance with e-pay asia’s legislative and regulatory disclosure obligations and the procedures set out in this policy.

If e-pay asia becomes aware that information that should be released to the ASX has become generally available or is available to a sector of the market, and that information has not been given to the ASX, e-pay asia must immediately give the information to the ASX.

Disclosure of price-sensitive information to the ASX must be made by e-pay asia acting through the Committee or an appointed disclosure officer in accordance with the method of disclosure prescribed by the ASX.

An individual director, shareholder of, or third party to, e-pay asia cannot disclose price-sensitive information to the ASX.  

   
   
 

4.2 Release of information to the public

e-pay asia must not publicly disclose price-sensitive information until it has given that information to the ASX and has received an acknowledgment from the ASX that the information has been released to the market.

After an acknowledgment has been received from the ASX, information disclosed in compliance with this policy should be promptly placed on e-pay asia’s website.

The Committee may also determine that the disclosed information should be released to major news services and other news outlets. 

   
   
 

4.3 Release of information on AIM

The release of information for the AIM market is done through a Regulatory News Service (“RNS”). The Nomad, and if a PR firm has been engaged, the PR firm should have the ability to release RNS announcements on e-pay asia’s behalf.

Any announcements made on ASX should be released on AIM (and vice-versa), at the same time. Due to the time zone differences, this may not always be possible. e-pay asia should discuss this with the Nomad on an announcement by announcement basis.

   
   

5. Authorised spokespersons

  5.1 Identity of authorised spokespersons
 

The number of authorised spokespersons of e-pay asia must be kept to a minimum to avoid inconsistent communications and reduce the risk of material information being inadvertently disclosed to the market.

Only the following persons may act as authorised spokespersons of e-pay asia:

  • The Board member;
  • Chief Executive Officer;
  • Company Secretary;
   
   
  5.2 Employees and associated parties
 

Other than persons authorised above in 5.1, no employee or associated party of e-pay asia (such as consultants, advisers, lawyers, accountants, auditors, etc) is permitted to comment publicly on matters confidential to e-pay asia.

All employees and associated parties must be made aware of their obligation to keep non-public company information confidential.

In some circumstances, employees and associated parties of e-pay asia may be asked to sign confidentiality agreements.   

   
   
  5.3 Procedure for comment by authorised spokespersons
 

a disclosure officer must approve the content of all material public comments proposed to be made by an authorised spokesperson. 

   
   

6. Dealing with outsiders

  6.1 Insider trading
 

The Corporations Act, the AIM Rules, Financial Services & Markets Act 2000 makes it unlawful to deal in the shares of e-pay asia while in possession of price-sensitive information that has not been disclosed.

It is unlawful for any directors, executives, officers and/or employees of e-pay  asia to buy, sell or otherwise deal in e-pay  asia’s shares or other securities while in possession of undisclosed price-sensitive information (for example, prior to the release of e-pay  asia’s financial results).

It is also unlawful for a director, executive, officer and/or employee of e-pay asia in possession of undisclosed price-sensitive information to encourage someone else to deal in e-pay asia’s shares or other securities or pass the information onto someone they know or suspect may use the information to buy or sell e-pay asia’s shares or other securities.

The penalties for insider trading are severe and can include imprisonment.

e-pay asia’s policy on the trading of its shares and other securities by directors, executives, officers and employees of e-pay asia is contained in e-pay asia’s Securities Trading Policy.

   
   
 

6.2 Media
e-pay asia must not provide “exclusive” interviews, stories or information to the media that contains material or price-sensitive information before that information has been disclosed to the market.

Where the Committee considers it appropriate, the media may be invited to participate in e-pay asia presentations to investors and analysts.

Press releases should be honest, fair and consistent with the terms of this policy.

   
   
  6.3 Analysts
 
   
 

6.3.1   One-on-one and group briefings

e-pay asia does not permit selective disclosure of material information.  All investors are to be treated in a balanced and fair fashion.  One-on-one and group briefings between e-pay asia and investors or analysts must be restricted to discussion of previously disclosed information.

A disclosure officer should be present at all one-on-one and group briefings to ensure that no undisclosed price-sensitive information is discussed.

Where it is not possible for a disclosure officer to attend a one-on-one or group briefing:

the relevant disclosure officer must be fully briefed immediately after that briefing to determine whether any price-sensitive information may have been inadvertently disclosed; and

where any executive, director or employee of e-pay asia who participated in that briefing considers that a matter was raised that might constitute a previously undisclosed price-sensitive matter, they must immediately refer that matter to the Committee or a disclosure officer.

If the Committee or a disclosure officer considers that price-sensitive information was inadvertently disclosed at a briefing, e-pay asia must immediately release that information to the ASX and AIM.

Information provided to analysts and investors during a one-on-one or group briefing (such as slides) must be provided to the ASX for release to the market and posted on e-pay asia’s website as soon as practical to ensure all shareholders and investors have equal access to e-pay asia information. Copies should be delivered electronically preferably not later than 10 business days after such a meeting takes place.

   
   
 

6.3.2   Procedure for dealing with analyst, shareholder and investor queries

In responding to analyst, shareholder and investor queries, an authorised spokesperson must:

  • only discuss information that has been publicly released;
  • ensure all responses are balanced, factual and truthful; and
  • confine comments on market analyst’s financial projections to errors in factual information or underlying assumptions.

Where an analyst, shareholder or investor query can only be answered by disclosing price-sensitive information, e-pay asia’s authorised spokesperson must decline to answer that query.  He or she should then refer the query to the Committee so a formal decision can be made as to whether or not it is appropriate for e-pay asia to disclose information relevant to that query.  

   
   
 

6.3.3  Analyst reports and forecasts

Where the Committee resolves that e-pay asia should comment on a report prepared by an analyst, e-pay asia’s comment must be restricted to information that e-pay asia has publicly disclosed or information that is in the public domain.

e-pay asia must not comment on analyst forecasts regarding earnings projections for e-pay asia except:

  • where the forecast differs significantly from e-pay asia’s published earnings projections (if relevant); or
  • to correct any factual errors relating to publicly issued information and company statements.
  • e-pay asia should not endorse, or be seen to endorse, analyst reports or the information they contain.  e-pay asia should not:
  • externally distribute individual analyst projections or reports;
  • refer to individual analyst recommendations on its website; or
  • selectively refer, or publicly comment on individual analyst recommendations or proprietary research (except where necessary to correct a factual error in accordance with the disclosure policy).
  • Where e-pay asia becomes aware that the market’s earnings projections for e-pay asia differ significantly from e-pay asia’s published earnings projections or own earnings estimates, e-pay asia should issue a profit warning or company statement, if considered necessary by the Committee following discussion with Nominated Adviser in order to avoid a false market.
   
   
 

6.4  Market speculation

e-pay asia should not comment on market speculation and rumour unless an discussion with its Nominated Adviser:

  • there are factual errors contained in the speculation or rumour that could materially affect e-pay asia;
  • there is a move in the price of e-pay asia securities which is reasonably referable (in the opinion of the Committee) to the speculation or rumour; or
  • e-pay asia receives a formal request from the ASX, AIM or a regulator.
  • Any comments made by e-pay asia in response to market speculation and rumour must be authorised by the Committee and must be limited to correcting factual errors.
    e-pay asia is committed to ensuring that a false market is not created in respect of e-pay asia securities. 
   
   

7. Communications

 

7.1 Website

To ensure information relevant to e-pay asia is readily available to shareholders, investors and stakeholders, e-pay asia will provide the following information on its website:

  • all company announcements made to the ASX and AIM;
  • annual reports and result announcements;
  • speeches and support material (including slides) given at investor conferences, briefings or presentations;
  • company profile and contact details; and
  • all written information provided to investors or stockbroking analysts.

All information posted on e-pay asia’s website must be approved by the Committee and must be continuously reviewed and updated to ensure its accuracy and relevance.  

   
   
 

7.2 Publications and other communications

Where approved, e-pay asia may issue company statements or publications regarding previously disclosed information, including:

  • press releases;
  • fact books and other corporate publications;
  • publication on e-pay asia’s website; and
  • broadcast via e-mail and/or fax to e-pay asia’s shareholders, institutional investors and other key stakeholders provided that this would not result in information being selectively given to shareholders.
   
   

8. Trading halts
In order to maintain a fully informed, fair and transparent market in respect of e-pay asia’s securities, e-pay asia may request a trading halt from the ASX and/or AIM where:

confidential information about e-pay asia is inadvertently made public and further time is required to enable e-pay asia to prepare an appropriate public announcement; or

e-pay asia is preparing to make a major company announcement and is concerned to prevent speculative or insider trading (for example, where e-pay asia plans to announce a profit warning).

The only persons authorised to request a trading halt are the appointed disclosure officer or members of the Disclosure Committee and only following discussion with the Nominated Adviser.

9. Monitoring compliance

 

 9.1 Monitoring

If e-pay asia’s continuous disclosure policy and procedures are complied with by all directors, executives, officers and employees of e-pay asia, the Committee should be aware of all price-sensitive information that has been disclosed and which may need to be disclosed.

   
   
 

9.2 Records
The Committee must keep accurate and complete records of:

all decisions made by the Committee and disclosure officers to release price-sensitive information (including reasons);

all decisions made by the Committee and disclosure officers to decline to release price-sensitive information (including reasons and minutes of the Board ratifying that decision); and

copies of all information, price-sensitive or otherwise, released by e-pay asia in accordance with this policy.

All disclosure officers must notify the Committee of any decisions made by them in accordance with this policy, and provide the Committee with reasons for that decision by close of business on the day the decision is made.  

   

10. Maintenance and promotion of policy

 

10.1 Annual review

e-pay asia’s continuous disclosure policy and procedures is to be reviewed on an annual basis to determine whether they are effective in ensuring accurate, balanced and timely disclosure in accordance with e-pay asia’s disclosure obligations.

e-pay asia encourages all of its executives, officers and employees to actively consider e-pay asia’s disclosure obligations and offer suggestions as to how to improve e-pay asia’s continuous disclosure policy and procedures to either the Committee or the disclosure officer.

   
   
  10.2 Training and internal compliance
 
   
 

10.2.1 Training

  • As part of e-pay asia’s commitment to its continuous disclosure obligations all directors, executives, officers and employees of e-pay asia must:
  • be issued with a copy of e-pay asia’s continuous disclosure policy and procedure;
  • accept the terms of this policy, including the obligation imposed upon them to keep non-public company information confidential, as a condition of their employment or office;
  • attend training programs (as part of their general induction training) to ensure that each is aware of e-pay asia’s continuous disclosure obligations and the terms of e-pay asia’s continuous policy and procedures.
   
   
  10.2.2 Consequences of a breach of this policy
Failure to comply with this policy may lead to disciplinary action being taken, including, in the case of an employee of e-pay asia, dismissal or removal in serious cases.
   

 

ANNEXURE A
Guidelines – material information 

Examples of information that might need to be disclosed include the following:

-
results (anticipated or otherwise) from the activities of e-pay asia;
 
-
a new contract that has been entered into or a significant variation to an existing contract.  In certain circumstances it may even be necessary to disclose the existence of negotiations surrounding the entry into or variation of a contract, should these negotiations no longer be confidential;
 
-
any event which could affect e-pay asia’s earnings or profitability such as:
 
  1. litigation being commenced by or against e-pay asia (e.g. because of an alleged breach of contract);
  2. industrial action being threatened or commenced; or
  3. significant unbudgeted capital expenditure commitments arising;
 
-
a change in e-pay asia’s financial forecast or expectation. As a general policy, a 10% or greater change (up or down) may be considered material. Further, if e-pay asia has not made a forecast, a similar variation from the previous corresponding period will need to be disclosed once the company has moved out of exploration and development phases and into a substantial production phase.
 
-
the appointment of a receiver, manager, liquidator or administrator in respect of any loan, trade, credit, trade debt, borrowing or securities held by it or any of its child entities;
 
-
a transaction for which the consideration payable or receivable is a significant proportion of the written down value of e-pay asia’s consolidated assets. Normally, an amount of 10% or more would be significant, but a small amount may be significant in a particular case and consult with the Nominated Adviser to discuss significance of written down value.
 
-
a recommendation or declaration of a dividend or distribution or a recommendation or decision that a dividend or distribution will not be declared;
 
-
under subscriptions or over subscriptions to an issue;
 
-
a copy of a document containing market sensitive information that is lodged with an overseas stock exchange or other regulator, which is available to the public.  The copy given to ASX must be in English;
 
-
information about the beneficial ownership of shares obtained under Part 6C.2 of the Corporations Act;
 
-
giving or receiving a notice of intention to make a takeover; or
 
-
an agreement between e-pay asia (or a related party or subsidiary) and a director of e-pay asia (or a related party of the director);
 
-
to the maximum extent practicable, the components of the chief executive officer’s pay package that might govern the action of the chief executive officer and drive levels of performance.

 

ANNEXURE B
Disclosure Committee
Terms of reference 

1. Powers and responsibilities of Disclosure Committee

To establish procedures for the mandatory notification to the Disclosure Committee (“Committee”) of:

  information that may be required to be disclosed pursuant to law (domestic or foreign) or the rules of any securities or other exchange in which e-pay  asia is a participant; or
   
  information that may be desirable to disclose having regard to considerations of social responsibility or reputational risk,
   
  being, for the purposes of these Terms of Reference, “disclosable information”.
   
  To make decision concerning and to discuss with the Company’s Nominated Adviser the disclosure of disclosable information and to make decision in conjunction with the Nominated Adviser including decisions on:
   
 
 

-             whether the information is required to be disclosed;

-             the substance of the disclosure to be made;

-             the persons to whom disclosure should be made;

-             the means by which disclosure should be made; and

-             the timing of disclosure.

   
  To provide formal assurance to the Board that all disclosable information has been the subject of consideration by the Committee.
   
  To formulate and recommend to the Board, changes to e-pay  asia’s continuous disclosure policy and procedures, having regard to changes in applicable law, legal obligations arising through participation in relevant markets and evolving corporate governance standards.

 

2. Regulations
The membership of the Committee is as determined from time to time by the Board.

The Committee’s proceedings will be included in the order of business at each Board meeting.  The Committee may convene at such other non-scheduled times as may be required in order to exercise the powers and discharge the responsibilities conferred by these Terms and Reference.

Meetings of the Committee may be held by any means permitted for meetings of the Board.

Any two members of the Committee constitute a quorum and is competent to transact the affairs of the Committee.  In transacting its affairs, the Committee may consult with such advisers as it considers appropriate, including e-pay asia’s external legal advisers.

The Committee may delegate aspects of administering e-pay asia’s continuous disclosure policy and procedures to other e-pay asia employees, including to any disclosure officer that e-pay asia is required to appoint in order to comply with applicable ASX Listing Rules.  That delegation may be general or specific to a particular matter.

The Committee will keep minutes of its proceedings in the same way that minutes of meetings of the Board are kept.

The Committee may from time to time adopt such other rules and regulations as it considers appropriate for the conduct of its affairs and incorporate those rules and regulations into e-pay asia’s continuous disclosure policy and procedures.  Such other rules and regulations must not be inconsistent with the constitution of e-pay asia, these terms of reference or the Corporations Act.

3. The Disclosure Committee Member

Chairman – independent non-executive director – Mike Lee
Member – independent non-executive director – Jack Tan – Secretary
Member – executive director – Simon Loh

 
     
     
   
   
  Shareholder communication guidelines and policy  
     
 
1
Introduction
 

These guidelines are to assist e-pay asia Limited (“e-pay asia”) to develop policies and procedures to improve e-pay asia’s communications with its shareholders.

Associated best practice recommendation focuses on improving communications with shareholders, providing them with useful information about e-pay asia, and facilitating shareholder participation in company meetings.  

 
2
Shareholder communications strategy

2.1 Purpose

  • These guidelines are designed to establish a policy for communicating with shareholders;
  • using e-pay asia’s website to promote and to facilitate shareholder communications; and
  • improving shareholder participation in meetings by use of technology and considering Corporate Governance Council guidelines for meetings and notices.  
 
 

2.2    Developing good communication practices

To improve shareholder communication e-pay asia has determined to do the following:

  • Appoint an officer to deal with shareholder enquiries via the website.
  • Use e-mail to provide investor updates.
  • Increased use of e-mail to respond to shareholder queries and concerns whilst ensuring no unpublished price sensitive information is distributed.
  • Post a ‘contact us’ web link designed for shareholders on the website.
  • Send notices of meetings to shareholders by electronic means if requested, as well as the required printed posting/circular and place the full text of notices and accompanying explanatory material on e-pay asia website.
  • Encourage shareholders to request that notices of meeting be sent to them by electronic means on an opt-in basis.  (Shareholders must be able to change election at any time and have the right to request a paper version of the document that has been sent electronically.)
  • Allow for proxies to be sent in electronically.
  • Allow shareholders to electronically submit general meeting questions before the meeting.
  • Companies are required by the Listing Rules to release full notice documentation to the ASX Companies Announcements Office and AIM. In addition, e-pay asia should place this material on its website in a prominent and accessible position to shareholders and other market participants who may be considering an investment in e-pay asia. Alternatively, the notice of meeting can refer to the ability to download the notice from the ASX and/or AIM website.
  • Ensure all information is released on e-pay asia website promptly after release to ASX and AIM.
  • Allow for shareholders to sign up to receive all ASX and/or AIM releases via e-mail.
  • Provide information about previous press releases/announcements and financial data on the website for a period no less than the immediately preceding 12-month period.
  • Post the shareholder communication policy on the website.
  • Refer to the new procedures implemented in the annual report.
  • Ensure that the disclosure Committee oversees the quality and quantity of information made accessible to shareholders.  
   
 

2.3   Information to be posted on the website

As most shareholders will have access to e-pay asia’s website, e-pay asia has developed a specific investor page to the website.  Information that is posted on the investor page includes:

  • corporate profile:
  • shareholder updates
  • news and information
  • financial calendar
  • ASX company announcements
  • a facility through which shareholders can subscribe for ASX announcements
  • hyper link to share registry
  • annual reports
  • annual general meeting information:  
  • corporate governance policies
  • query form/“contact us”
  • speeches, presentations and publications involving analyst’s briefings  
   
   
3

Shareholder communication policy

It is vital the e-pay asia keep its shareholders informed of its activities, its financial status and its forward strategy.  e-pay asia should communicate effectively with shareholders and make all company information understandable and accessible.

e-pay asia is firmly committed to encouraging and facilitating shareholder communication with e-pay asia and will do its utmost to ensure this is made as simple and effective as possible for shareholders.

The Board aims to ensure that shareholders are kept informed of all major developments affecting e-pay asia.  Examples of ways in which information is communicated to shareholders are:

  • through the distribution of the annual and half yearly reports via e-pay asia’s website;
  • releases made to ASX and/or AIM by e-pay asia throughout the year with respect to changes in the business, future developments, and other - pertinent issues; and
  • the chairman’s address delivered at the annual general meeting.  
   
   
4

Annual general meetings

Shareholders at the annual general meeting are encouraged to ask both e-pay asia and its auditor questions [1] regarding e-pay asia’s governance and business.  Questions can be submitted electronically before the meeting by following the links on e-pay asia’s website.

In addition, the chairman’s address to the annual general meeting, a transcript of the meeting and copies of overheads and power point presentations used, are available on the website immediately after the annual general meeting. 

   
   
5

Annual report

e-pay asia believes it is important to provide effective communication to its shareholders.  e-pay asia’s annual report is the main vehicle for communicating activities and performance for the previous 12 months.  The annual report is posted on e-pay asia’s website and can be downloaded.  

   
   
6

Continuous disclosure

e-pay asia’s disclosure policy and practices are aimed at ensuring timely access for all investors to company information released under the continuous disclosure rules.

These practices include:

  • information released by e-pay asia, including media releases and investor briefing materials, is first released to ASX and AIM; and
  • such information is posted on e-pay asia’s website immediately following release to ASX and AIM;
  • e-pay asia’s senior management meets regularly to consider its continuous disclosure obligations.
  • Unless e-pay asia considers it has an obligation to make a statement on a particular matter, e-pay asia’s policy is not to respond to market rumours and media speculation.
  • e-pay asia also produces shareholder updates on e-mail service, which notify shareholders electronically of all ASX and AIM announcements, press releases and significant events. Regular media, AIM and ASX announcements and external presentations in relation to performance and business activities are also posted on the website.
   
   
 
     
 

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[1] ASX Corporate Governance Council, Principles of Good Corporate Governance and Best Practice Recommendations, Recommendation 6.2

 
     
     
   
     
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