Appendix 4G and Corporate Governance Statement

30 August 2021
The Manager
ASX Market Announcements
Australian Securities Exchange
Exchange Centre
Level 4
20 Bridge Street
Sydney NSW 2000
Electronic Lodgement
Australian Foundation Investment Company Limited
Corporate Governance Statement and Appendix 4G
Dear Sir / Madam
P
lease find attached a copy of the Company’s Corporate Governance
Statement and Appendix 4G.
Yours faithfully
M
atthew Rowe
Company Secretary

A
uthorised by the Company Secretary

Corporate Governance
Statement
2021

CORPORATE GOVERNANCE STATEMENT
Introduction
The Board of the Company is committed
to having the highest standards of ethical
behaviour and an effective system of
corporate governance for the Group,
that is, the Company and its subsidiary
Australian Investment Company Services
Limited (AICS), commensurate with the
size of the Company and the scope
of its business operations.
In accordance with ASX Listing Rule
4.10.3, set out below are the applicable
ASX Corporate Governance Council’s eight
principles of corporate governance (fourth
edition)(ASX Governance Principles) and
outlined accordingly is how the Board
has applied each principle and the
recommendations set out within them for
the financial year ended 30 June 2021.
The Company is fully supportive of
the ‘if not, why not’ disclosure based
approach to governance adopted by
the ASX Governance Principles and the
recognition within them that there is no
single model of corporate governance
and that good corporate governance
practice is not restricted to adopting the
recommendations contained in the
ASX Governance Principles.
In addition to having its shares listed on
the Australian Securities Exchange (ASX),
the Company also has shares listed on the
New Zealand Stock Exchange (NZX). As
an overseas listed issuer on the NZX, the
Company is generally deemed to comply
with the NZX Listing Rules provided that
the Company remains listed on the ASX,
complies with the ASX Listing Rules and
provides the NZX with all the information
and notices that it provides to the ASX.
The ASX Governance Principles differ
from the NZX’s corporate governance
rules and the principles contained in
the NZX Corporate Governance Code.
More information about the corporate
governance rules and principles of the
ASX can be found at asx.com.au and,
in respect of the NZX, at nzx.com
Principle 1: Laying Solid
Foundations For Management
and Oversight
This Principle requires the Company to
clearly delineate the respective roles and
responsibilities of both the Board and
management and regularly review their
performance.
The Company’s Corporate Objective,
as determined by the Board, is to provide
shareholders with attractive investment
returns through access to a growing
stream of fully franked dividends and
growth in capital invested.
In this regard, the Company’s primary
goals are:
• to pay dividends which, over time,
grow faster than the rate of inflation; and
• to provide attractive total returns over
the medium to long term.
The role of the Board underpins and
supports the Corporate Objective of
the Company. The Board generally sets
objectives and goals for the operation of
the Company, oversees the Company’s
management, regularly reviews the
Company’s performance and monitors its
affairs in the best interests of the Company.
For these responsibilities, the Board is
accountable to its shareholders as owners
of the Company.
The Board operates under a Board charter,
available on the Company’s website, which
documents the role of the Board outlined
above and the matters that the Board has
reserved to itself. Those matters include:
• setting the Corporate Objective of the
Company and approving business
strategies and plans of the Company
designed to meet that objective;
• approving the expense budget
at least annually;
• approving changes to the Company’s
capital structure and dividend policy;
• appointing and removing the Managing
Director and carrying out succession
planning for the Managing Director as
applicable;
• reviewing the performance of the
Managing Director, his/her remuneration
and contractual arrangements;
• appointing and removing Senior
Executives on the recommendation
of the Managing Director;
• reviewing the performance and
remuneration of Senior Executives
on the review and recommendation
of the Managing Director;
• reviewing the composition of the
Board and Board Committees, the
independence of Directors, the
Board’s performance and carrying out
succession planning for the Chairman
and other Non-Executive Directors;
• determining the risk appetite of the
organisation;
• reviewing the performance of
management and the Company,
including in relation to the risk
management, internal controls and
compliance systems adopted by the
Company and the monitoring and review
of the performance of AICS in relation
to the services that AICS provides the
Company;
• dealing with any matters in excess
of any specific delegations that the
Board may from time to time delegate
to the Managing Director and Senior
Executives;
• approving the communication to
shareholders and to the public of the
half-year and full-year results and
generally any public statements which
reflect issues of the Company’s policy
or strategy that the Board deems
material; and
• causing processes to be put in place
for the investment team to implement
(in consultation with the Chairman/
Managing Director) the decisions of the
Investment Committee in buying/selling
options or securities.
The Directors meet formally as a Board,
normally monthly with an annual strategy
session. The Non-Executive Directors meet
regularly in the absence of the Managing
Director and other Senior Executives.
2Corporate Governance Statement 2021Australian Foundation Investment Company Limited (ABN: 56 004 147 120)

Delegation to Board Committees
The Board has established the following
principal Board Committees to assist
the Board in exercising its authority
over the matters outlined above:
• Investment Committee;
• Audit Committee;
• Nomination Committee; and
• Remuneration Committee.
Each Board Committee operates under
a formal charter that is made publicly
available on the Company’s website,
afi.com.au

A chart showing the number of Board
and Board Committee meetings held
during the year and attendance by
Directors is set out below.
The role and work of the Nomination
Committee is outlined under Principle 2;
the Audit Committee is outlined under
Principles 4 and 7; and the Remuneration
Committee is outlined below under this
Principle and under Principle 8.
Investment Committee
The general role of the Investment
Committee is to manage the Company’s
investments and provide oversight of
the investment process to support the
Company’s Corporate Objective.
In doing this, the Committee:
• approves all purchases and sales and
other investment decisions to maintain
the investment and trading portfolios at
the subsequent meeting;
• makes decisions in relation to how other
portfolio-related activities are carried out,
including regarding voting instructions
and lodgement of proxies in respect of
general meetings of companies in which
the Company has invested;
• receives reports on portfolio matters,
including portfolio performance,
transaction reports, portfolio position
reports and performance attribution
analysis; and
• receives reports and recommendations
in relation to the review and analysis
of companies/securities in which the
Company is able to invest, or has
invested in.
The Committee’s membership currently
comprises J Paterson (Chairman),
M Freeman (CEO), RP Dee-Bradbury,
DA Peever, CM Walter AM and PJ Williams.
Other Directors attend Committee
meetings when available.
Further details of the role of the Investment
Committee in respect of the oversight
of investment risk can be found under
Principle 7.
Relationship with AICS
The Company has entered into an
agreement with Australian Investment
Company Services Limited (AICS) for
AICS to provide on a Non-Exclusive basis
a comprehensive range of services to
the Company under the leadership
of the Managing Director of AICS.
The Managing Director of AICS has been
appointed Managing Director of the
Company, and the AICS services provided
include the day-to-day maintenance of
the portfolios and associated research.
AICS is 25 per cent owned by Djerriwarrh
Investments Ltd and 75 per cent owned
by the Company.
The Managing Director is responsible
to the Company for the performance of
those services and the Board acts in close
consultation and cooperation with AICS in
relation to the provision of services by AICS
to the Company. AICS is paid a fee based
on its costs in providing these services.
The Senior Executives of AICS have also
been appointed as officers of the Company
and their details are set out in the 2021
Annual Report.
Pre-appointment Checks and AGMs
Prior to their appointment of a Non-Executive
Director to the Board, the Nomination
Committee will determine what pre-
appointment checks are appropriate
to be undertaken in the circumstances.
Relevant details in respect of each
Director standing for election or re-election
by shareholders are contained within the
explanatory notes of the Notice of Annual
General Meeting.
BoardInvestmentAuditRemunerationNomination
Eligible
to AttendAttended
Eligible
to AttendAttended
Eligible
to AttendAttended
Eligible
to AttendAttended
Eligible
to AttendAttended
J Paterson12122020442244
M Freeman12122020-4
#
-2
#
--
RE Barker**12122019-4
#
-2
#
-1
#
RP Dee Bradbury12112018-4
#
--44
JA Fahey3
^
3-2
#
-1
#
----
GR Liebelt 1212-13
#
-3
#
22-1
#
DA Peever 12123*1644---1
#
CM Walter12122020442244
PJ Williams1211201944-2
#
44
# Attended meetings by invitation.
* Mr DA Peever was appointed to the Investment Committee on 19 May 2021.
** Mr REB Barker retired from the Board on 30 June 2021.
^ Ms JA Fahey was appointed to the Board 22 April 2021
CORPORATE GOVERNANCE STATEMENT
3Australian Foundation Investment Company LimitedCorporate Governance Statement 2021

Agreements
All of the Directors have entered into an
agreement with the Company in respect
of their appointment, including access to
documents, Director’s indemnity against
liability, Directors’ and Officers’ insurance,
conflicts of interests, taking independent
professional advice and dealing in the
Company’s securities.
Company Secretary
The Company Secretary’s details and
experience appears in the 2021 Annual
Report. While the Company Secretary is
an employee by AICS, he is accountable
to the Company’s Board, through the
Chairman, on all matters to do with the
proper functioning of the Board.
Board Diversity Policy
The Board recognises that having a diverse
Board will assist it in effectively carrying
out its role. The Board has established a
Diversity Policy under the oversight of the
Nomination Committee.
The Board views diversity as including, but
not being limited to, skills, qualifications,
experience, gender, age, disability, race,
ethnicity and cultural background.
The Company has a number of
characteristics that have an important
influence on how the Board deals with
Board and organisational diversity:
• As the Company is a long term
shareholder, it is beneficial to have
Directors who serve for a long period
of time, experiencing different economic
and business cycles.
• The Company has no employees as
all management, financial, business
development/marketing and securities/
stock market services are provided by
its subsidiary, AICS.
• Senior Executives of the Company
are the Senior Executives of AICS
and employed by them.
As such, the Diversity Policy is limited to
Board diversity. When the Board is looking
for an additional member, the overarching
priority is to appoint an individual based on
merit who the Board believes will provide
the Company with the best opportunity
to meet its Corporate Objective. Whilst
the Company was not in the S&P/ASX300
Index it has undertaken to comply
with Recommendation 1.5 of the ASX
Governance Principles, and the Board has
set as an objective to have at least 30 per
cent of each gender represented on the
Board. As at the 30 June 2021 the Board
had met this objective.
Gender diversity has been a continuing
focus of discussion for the Nomination
Committee regarding Board succession
during the financial year.
MaleFemale
Board (including
Managing Director) 6 3
Other Senior Executives 30
Employees (all
employed by AICS,
including Managing
Director and other
Senior Executives)14 9
AICS has a small yet diverse workforce
and due to its size and flexibility, is able
to attract outstanding candidates whose
flexible working needs may not easily be
met in the general investment/financial
services industry.
Performance Assessments
Non-Executive Directors
In order to provide a specific opportunity
for performance matters to be discussed
with each Director, each year the
Chairman of the Board conducts a formal
Director review process. In addition, an
independent Director meets with other
Directors to discuss the performance
of the Chairman.

The Chairman meets with each Director
individually to discuss matters including
performance, the effectiveness of the
Board as a whole and Board Committees
with the intention of providing mutual
feedback.

To assist the effectiveness of these
meetings, Directors provide prior input on
these matters. Additionally, the Chairman is
provided with objective information about
each Director (e.g. number of meetings
attended, Committee memberships, other
current directorships etc.) and a guide for
discussion to optimise consistency.
The Chairman and the independent
director report on the general outcome
of these meetings to the Nomination
Committee and to the Board where
necessary. Evaluations under this process
were carried out during the financial year.
Management
The Remuneration Committee (see
Principle 8), is responsible to the Board
for evaluating the performance of the
Managing Director and the Company’s
Senior Executives in accordance with the
Company’s aims and objectives, and
remunerating them appropriately.
As part of its approach to encouraging
enhanced performance, the Board has
adopted a remuneration structure for
the Managing Director and other Senior
Executives, which includes a significant
component of ‘at risk’ remuneration
designed to encourage and reward high
performance.
Full details of the remuneration process
and the benchmarks used for assessment
are given in the Remuneration Report in
the 2021 Annual Report, available on the
Company’s website. Such an assessment
was carried out in respect of the Managing
Director’s and Senior Executives’
performance for the financial year.
The Board believes that the Company
is fully compliant with Principle 1 and
its recommendations.
CORPORATE GOVERNANCE STATEMENT
4Australian Foundation Investment Company LimitedCorporate Governance Statement 2021

Principle 2: Structure the Board
to be Effective and Add Value
This Principle requires the Company to
have a Board of appropriate size and
collectively have the skills, commitment
and knowledge of the Company and the
industry in which it operates to enable it
to discharge its duties effectively and to
add value.
The Board currently consists of an
Independent Non-Executive Chairman,
J Paterson, a Managing Director,
M Freeman and seven Non-Executive
Directors, CM Drummond, R Dee-
Bradbury, JA Fahey, GR Liebelt, DA Peever,
CM Walter AM and PJ Williams. All Non-
Executive Directors are considered by
the Board to be independent (see below).
The Directors’ Report in the 2021 Annual
Report sets out the details of the skills,
experience, and expertise of each Director.
The roles of the Chairman and Managing
Director are separate. The role of the
Managing Director is set out under
Principle 1, above. The role of the
Chairman is set out in the Board charter,
including being responsible for:
• the business of the Board, taking into
account the issues and the concerns of
all Directors and the requirements of the
Board charter;
• the leadership and conduct of Board
and Company meetings to be in
accordance with the agreed agenda,
the Company’s Corporate Objective and
Principles of Conduct (described under
Principle 3, below); and
• encouraging active engagement by
Directors and an open and constructive
relationship between the Board and
the Managing Director and Senior
Executives.
The Chairman also has the authority to
act and speak for the Board between
meetings, subject to any agreed
consultation processes.
Appointment and Renewal
The Company’s constitution provides
that each Non-Executive Director must
seek re-election by shareholders at least
every three years if they wish to remain a
Director. Any new Non-Executive Director
appointed by the Board must seek election
by shareholders at the next Annual General
Meeting of the Company. This approach is
consistent with the ASX Listing Rules.
Details of the term of office held by each
Director in office as at the date of this
report are as follows:
DirectorYears/Months
J Paterson 16 years and Alternate
Director 1987 to 2005
RP Dee-Bradbury2 years
CM Drummond1 month
JA Fahey3 months
M Freeman
(MD/CEO)
3 years
GR Liebelt
8 years
DA Peever 7 years
CM Walter AM18 years
PJ Williams11 years
All Directors are encouraged to have a
meaningful shareholding in the Company
of at least one year’s Director’s fees over
time. In this way Directors benefit in the
same way as all shareholders in improving
the shareholder value of the Company.
To assist Directors to fully meet their
responsibilities to bring an independent
view to matters coming before them, the
Board has agreed upon a procedure in
appropriate situations for Directors to take
independent professional advice, at the
expense of the Company, after advising the
Chairman of their intention to do so.
On appointment, new Directors are
given the opportunity to meet with Senior
Executives of the Company to fully
understand their areas of expertise and
responsibility within the Company. On an
ongoing basis, regular reports are provided
to the Board updating Directors with legal,
regulatory, governance and financial
developments, both in Australia and
internationally, that could impact either the
Company, the companies that AFIC invests
in, or their roles as Directors of AFIC and
other companies. Directors are also invited
to attend meetings the Company arranges
with investee companies and subject
matter experts on various business and
economic issues.
Nomination Committee
The Nomination Committee comprises CM
Walter AM (Chairman), RP Dee-Bradbury,
J Paterson, and PJ Williams. Committee
members are independent Directors
including the Chairman of the Committee.
The Nomination Committee’s charter
sets out the role of the Committee and
its responsibilities, composition and
membership requirements.
The Nomination Committee periodically
reviews Board and Board Committee
composition and succession planning, and
where applicable, recommends suitable
Directors for appointment by the Board
and shareholders. The Committee may
also involve other Directors or the full
Board in this process. Complementary to
this responsibility, the Committee oversees
the Board’s Diversity Policy.
On recommendation from the Committee,
the Board has determined that, in terms of
the mix of skills and diversity it is looking
for in its own membership, it is best served
by having a mix of individuals with different
perspectives that have deep and relevant
expertise and a breadth of significant
experience in the following areas:
• leading, managing and overseeing
corporations in a range of industry
sectors, at both Executive and Board
level;
• developing and managing business
strategies and assessing opportunities
and threats to a business;
• risk management and managing
strategic, regulatory, operational and
financial risk
• advising corporations (including legal,
tax and accounting advice);
• the investment industry; and
• organisations with diverse governance
and regulatory regimes (including
charities, not-for-profit organisations,
government bodies, private companies
and international organisations).
CORPORATE GOVERNANCE STATEMENT
5Australian Foundation Investment Company LimitedCorporate Governance Statement 2021

In addition to the skills and experience
outlined above current and prospective
directors must have and demonstrate the
following qualities:
• Professionalism, Passion and Experience
• Integrity
• Respect
• Collaboration
The Nomination Committee utilises this
matrix when considering future Board
succession matters. The Committee also
reviews the process in place to assess
the Board’s performance.
Independence of Directors
The Nomination Committee also reviews
the independence of each of the Non-
Executive Directors on an annual basis,
taking into account the factors set out in
the ASX Governance Principles, including
situations where an individual Director may
be a partner in, controlling shareholder
of, or Executive of an entity which has
a material commercial relationship with
the Company and also the behaviours
each Director exhibits in the Boardroom.
In looking at commercial relationships,
the Board has set a two tier materiality
threshold being:
I. $100,000 for any compensation,
consulting or advisory fee received
directly from the Company; or
II. $1 million with respect to any situation
where an individual Director is a
partner in, controlling shareholder of,
or Executive of an entity which has
a material commercial relationship
with the Company.
The above threshold excludes
compensation received in direct
connection with the director fulfilling his/
her role as a director of the Company
or owning or disposing of securities in
the Company. This threshold is reviewed
annually by the Committee.
Being a long term investor is an essential
part of the Company’s Corporate Objective
and continuity on the Board is regarded
as an important factor in the Board’s
approach. The Board is of the strong view
that length of tenure is not an indication
of a lack of independence and what is
important is how each Director behaves
in the boardroom, including the ability to
constructively challenge management.
The Board instead regards retention of
corporate memory as an important element
of the Board’s responsibilities. Details of
the length of service of each Director are
set out above.
A number of the Directors are also
Directors of companies in which the
Company invests. Any real or potential
conflicts of interest are dealt with by
procedures consistent with Corporations
Act requirements which are designed to
ensure that conflicted Directors do not take
part in the decision-making process on
relevant issues. On this basis, it is believed
that their independence on all other issues
is not compromised.
It is considered that the eight Non-Executive
Directors are all independent.
The Board believes that the Company
is fully compliant with Principle 2
and its recommendations.
Principle 3: Instil a Culture of
Acting Lawfully, Ethically and
Responsibly
This Principle requires that the Company
should instil and continually reinforce a
culture across the organisation of acting
lawfully, ethically and responsibly.
The Board and Senior Executives are
committed to maintaining the highest
standards of integrity. The Board and
Senior executives have articulated
this long-standing approach into
‘Our Purpose’.
Our Purpose
• To deliver attractive investment returns
which exceed the Australian equity
market over the long term.
• To invest in quality companies taking a
long term, low turnover approach, which
aims to provide both capital growth and
a growing stream of dividends over time.
• To produce tax effective returns that are
less volatile than the market, at a very
low cost with no performance fees.
• To effectively utilise the internally
managed, listed closed-end company
structure to support our investment
approach, ensure transparency for all
stakeholders, provide strong governance
oversight, and produce alignment
of interests between employees and
shareholders.
• To sustain our culture over time through
a team of high-quality people who have
a deep sense of purpose, passion, and
conviction for: the way we invest, the
way we manage the business, our long
history of success, and our privileged
position of serving our shareholders.
To deliver on this Purpose we are guided
by the following qualities:
• Professionalism, Passion and Experience
• Integrity
• Respect
• Collaboration
The Company also maintains a high level
of transparency regarding its actions
consistent with the need to maintain the
confidentiality of commercial-in-confidence
material and, where appropriate, to protect
the shareholders’ interests.
Corporate Principles of Conduct
The Board has adopted Corporate
Principles of Conduct which outline ethical
standards to be followed by Directors and
Senior Executives of the Company when
carrying out their responsibilities with a
view to the Company achieving its aims.
Under the Principles, Directors
and Senior Executives will:
• conduct business in good faith in the
best interests of the Company with
efficiency, honesty and fairness;
• perform their duties with the utmost
integrity and the standard of care and
diligence expected of an organisation
of the highest calibre;
• treat others with dignity and respect; and
• not engage in conduct likely to have an
adverse effect on the reputation of the
Company.
The Corporate Principles of Conduct also
set out details of how conflicts of interest
should be avoided. The Company’s
Directors and employees must disclose
to the Company any material personal
interest that they or any associate may
have in a matter that relates to the affairs
of the Company, and inform the Board, via
the Company Secretary, of any changes.
CORPORATE GOVERNANCE STATEMENT
6Australian Foundation Investment Company LimitedCorporate Governance Statement 2021

Where a conflict of interest may arise, full
disclosure by all interested persons must
be made and appropriate arrangements
followed, such that interested persons
are not included in making any relevant
decisions.
AICS also has its own comprehensive
Principles of Conduct in place that
cover the behaviours and actions of
its employees. Compliance with those
principles is a condition of the appointment
of each Senior Executive with the Company
and a condition of their employment
with AICS.
Whistleblower Protection Policy
The Company also has in place a
Whistleblower Protection Policy that
establishes a formal framework within
which individuals are able, in a secure
way, to express their genuine concerns
about unlawful behaviour or breaches of
policy, free from the threat of victimisation
or reprisal and on the understanding that
their concerns will be investigated and that,
where appropriate, action will be taken
to redress the situation.
Any individual making a report in good faith
under the policy will be protected by the
Company from any victimisation, including
harassment, reprisals, discrimination
or other form of detriment, as a result
of making such a report. A copy of the
Whistleblower Protection Policy is available
on the Company website.
Anti-Bribery and Corruption Policy
The Company also has in place an
Anti-Bribery and Corruption Policy that
establishes the Company’s prohibition
of Bribery and Facilitation Payments and
its approach to Political Contributions/
Donations and Gifts and Entertainment.
A copy of the Anti-Bribery and Corruption
Policy is available on the Company’s
website.
The Board believes that the Company
is fully compliant with Principle 3 and
its recommendations.
Principle 4: Safeguard the
Integrity of Corporate Reports
This Principle requires that the Company
has appropriate processes to verify the
integrity of its corporate reports.
The Company has established an Audit
Committee to oversee the integrity of the
financial reporting process and which
reports to the Board. The Committee
has four members, all of whom are
independent Directors: PJ Williams
(Chairman), J Paterson, DA Peever
and CM Walter AM.
Members of the Audit Committee have
the requisite financial experience and
understanding to effectively discharge the
Committee’s mandate. In addition, some
members of the Committee have relevant
experience and qualifications as set out in
the 2021 Annual Report, but they have no
responsibilities additional to those of other
members of the Audit Committee.
The Audit Committee is responsible
for reviewing:
• the Company’s accounting policies;
• the content of financial statements;
• issues relating to the controls applied
to the Company’s activities;
• the conduct, effectiveness and
independence of the external audit;
• risk management (including taxation risk)
and related issues; and
• compliance issues.
Written Affirmations
Prior to approving the Company’s financial
statements, the Board has received from
the Managing Director and the Chief
Financial Officer written affirmations
concerning the Company’s financial
statements required by the Corporations
Act as set out in the Directors’ Declaration
in the 2021 Annual Report.
In respect of both the financial statements
for the year ended 30 June 2021 and
the half-year ended 31 December 2020,
the Board has also received from the
Managing Director and the Chief Financial
Officer written affirmation that, in their
opinion, the financial records of the entity
have been properly maintained and that
the financial statements comply with the
appropriate accounting standards and give
a true and fair view of the financial position
and performance of the Company and that
the opinion has been formed on the basis
of a sound system of risk management
and internal control which is operating
effectively.
The Audit Committee and the Board have
also received reports from the Senior
Executives as to the effectiveness of the
Company’s management of its material
business risks whilst noting that the
Company, as a listed investment company,
actively takes on appropriate levels of
investment risk as part of its investment
activities.
External Audit
The Company has a process to ensure
the independence and competence of the
Company’s external auditor including the
Audit Committee reviewing any non-audit
work to ensure that it does not conflict
with audit independence. Information
on procedures for the selection and
appointment of the external auditor
and for the rotation of external audit
engagement partners is set out in the
Committee’s charter. Policies relating
to rotating external audit engagement
partners are set by the external audit firm
in accordance with Corporations Act and
international best practice requirements.
The Audit Committee meets regularly
with the external auditor in the absence of
management. The external auditor attends
the Company’s Annual General Meeting
to answer questions from shareholders
relevant to the audit.
The Company’s external auditor audits and
reviews the annual and half-yearly financial
reports respectively. Before the release and
publication of any corporate report there
is a robust review process which checks
that any information provided in the reports
is accurate and provides a consistent and
balanced message to shareholders.
The Board believes that the Company
is fully compliant with Principle 4 and
its recommendations.

CORPORATE GOVERNANCE STATEMENT
7Australian Foundation Investment Company LimitedCorporate Governance Statement 2021

Principle 5: Make Timely
and Balanced Disclosure
This Principle requires that the Company
should make timely and balanced
disclosure of all matters concerning it that
a reasonable person would expect to have
a material effect on the price or value of
its securities.
As a listed entity, the Company has an
obligation under the ASX Listing Rules
and the Corporations Act to maintain
an informed market in its securities.
Accordingly, the market is kept advised
of all information required to be disclosed
under the Listing Rules, which it is believed
would or may have a material effect on the
price or value of the Company’s securities.
The Company has a written Continuous
Disclosure policy and procedures
designed to ensure compliance with
ASX Listing Rule and Corporations Act
disclosure requirements, to ensure
accountability at a senior management
level for that compliance and to clarify
individual, management and Board
responsibilities in the process. The policy
is publicly available on the Company’s
website.
Board approval is required on any material
market announcements before release.
The Company always releases any
shareholder presentation material to the
ASX Market Announcements Platform
ahead of the presentation.
The Board believes that the Company
is fully compliant with Principle 5 and
its recommendation.
Principle 6: Respect the Rights
of Security Holders
This Principle requires that the Company
should provide its security holders with
appropriate information and facilities
to allow them to exercise their rights as
security holders effectively.
The Company is owned by its shareholders
and the Board’s primary responsibility
to them is to do its utmost to meet the
Company’s objectives and so increase
the Company’s value for all shareholders.
The Board’s policy is to maintain active
communication with shareholders as
owners of the Company.
The Company’s website, afi.com.au,
contains access to ASX announcements,
Annual Reports, Half-Yearly Reports,
details of corporate governance practices,
presentations to shareholders, NTA
announcements, key date information,
dividend and security issue history and
relevant related material for shareholders
and investors. The key Governance
documents referenced in this
document are available at
afi.com.au/corporate-governance
In addition to communicating with
shareholders via the Annual Report and
the non-statutory Annual and Half-Yearly
Reviews, the Company holds an Annual
General Meeting of shareholders to
fulfil statutory requirements, to provide
shareholders with the opportunity to learn
more about the Company’s activities and,
particularly, to provide an opportunity to
question the Board and management
about any aspect of the Company’s
activities. The documentation produced
(both hard copy and electronic) for the
Annual General Meeting makes provision
for shareholders to submit questions
to the Company. In 2020 the Annual
General Meeting was held virtually with
shareholders able to ask questions via the
voting application and via telephone. All
resolutions at the Annual General Meeting
were decided by a poll. The Company
will continue to use voting by a poll for
all resolutions.
In addition to the Annual General Meeting
and in light of the ongoing COVID-19
health crisis, the Company held three
shareholder conference webcasts.
Shareholders are able to participate in the
webinar via computer or via telephone.
The Company views the holding of
non-statutory meetings and webcasts
as being very important in terms of
communicating with its shareholders as
it allows shareholders around the country
the opportunity to question management
and Directors in an informal setting on the
Company’s activities and approach. It is
hoped that these in-person meetings will
resume in October 2021.
The Company also ensures, through the
share registry, that shareholders have the
option to communicate electronically with
the Company and the share registry. The
Company also maintains an email address,
invest@afi.com.au, that shareholders can
communicate electronically through.
The Company also utilises a toll free
telephone service, 1800 780 784, that
shareholders can call to hear the latest
NTA information.
The Board believes that the Company
is fully compliant with Principle 6 and
its recommendations.
Principle 7: Recognise and
Manage Risk
This Principle requires that the Company
establish a sound risk management
framework and periodically reviews the
effectiveness of that framework.
The Board believes it has established and
maintains a sound system of risk oversight,
management and internal control. The Risk
Management Framework adopted for the
Company is available on the Company’s
website. The Board has approved the
overarching risk appetite of the Company
and is assisted in its risk management
activities by the Audit Committee and
coordination of risk management activities
is done by the Chief Financial Officer, who
reports to the Audit Committee on such
matters. The Audit Committee reviews the
Framework annually and a review has been
carried out during this financial year.
This approach involves establishing the
context in which it operates, identifying
the risks, analysing those risks, evaluating
the risks, treating the risks where
appropriate and monitoring, reviewing
and reporting risks and the overall
performance of the framework. This
process is underpinned through regular
communication and consultation with key
business stakeholders. The framework
forms the basis for embedding enterprise
risk management within the culture of the
organisation. Its objectives are to:
• enable the Company to meet its
obligations and objectives efficiently
and reliably;
• increase the likelihood that the Company
will be successful in its business
operations by mitigating potentially
damaging events occurring (e.g.
operational risk) and maximising the
results of positive events (e.g. financial
position, investment strategies, etc.),
through the implementation of risk
management strategies;
CORPORATE GOVERNANCE STATEMENT
8Australian Foundation Investment Company LimitedCorporate Governance Statement 2021

• provide decision-makers with the means
to identify risks and to determine whether
the controls in place are adequate to
mitigate those risks;
• provide a mechanism to assess the
levels of risk that can be accepted;
• ensure that the application of risk
management practices is understood
by the agents, employees, officers and
Directors of the Company, and a strong
risk culture is well entrenched; and
• reduce the consequence and/or
likelihood of potentially damaging events
by regular reviews of investments and
investment strategies or by transferring
the impact of potentially damaging
events to third parties (e.g. by insurance
and contractual arrangements) for
outsourced arrangements, where
appropriate.
There are two main areas of risk that have
been identified:
• investment risk; and
• operational risk.
Investment Risk
Investment risk includes:
• market risk;
• credit, counter-party and settlement risk;
• liquidity risk; and
• reputational risk (insofar as it relates
to the investments that the Company
enters into).
The Investment Committee is primarily
responsible for dealing with issues
arising from investment risk. Day-to-
day administration of the portfolios is
performed by AICS. The Investment
Committee manages the portfolio, and
reviews, discusses and approves all
purchases and sales and other matters in
connection with the maintenance of the
portfolios, including the voting of proxies.
By its nature as a listed investment
company, the Company will always carry
investment risk because it must invest its
capital in securities which are not risk-
free. However, the Company seeks to
reduce this investment risk by a policy
of diversification of investments across
industries and companies operating in
various sectors of the market.
In addition to the investment portfolio, the
Company also operates a trading portfolio
for short term opportunities.
The Company seeks to enhance the return
from that portfolio by also selling call and
put options. In normal circumstances,
the Board restricts the size of the trading
portfolio to a maximum size of 10 per
cent of the assets of the Company.
The Board, through its Investment
Committee, maintains close control of
option transactions. Option transactions
are limited to stocks held in the trading
portfolio or in a small sub-category of the
investment portfolio for the purpose of
enhancing returns from that portfolio and
buying and/or selling stocks at attractive
prices.
Operational Risk
The Company’s management is primarily
responsible for recognising and managing
operational risk issues such as compliance
risk, governance risk, reputation risk
(insofar as it relates to the operations of
the Company), strategic risk, political risk
and operation risk (including outsourcing
risk, business continuity risk, fraud risk,
people risk and cyber risk ). A further
risk comprises ensuring compliance
with AICS’s Australian Financial Services
Licence requirements. This aspect
of management’s role is specifically
overseen by the Risk Management,
Audit and Remuneration Committee of
AICS and reported to the Company’s
Audit Committee. The Chairman of the
Company’s Audit Committee, PJ Williams,
is also Chairman of the AICS Risk
Management, Audit and Remuneration
Committee. PJ Williams also serves
as Chairman of AICS. J Paterson also
represents the Company on the Board
of AICS.
Internal Audit and Written
Affirmation From AICS
The Company has received a report
from AICS outlining the control objectives
for AICS and the specific policies and
procedures established to meet these
procedures. These policies include
management oversight, segregation of
duties, multiple sign-offs and specific
authorisation levels. AICS has stated that
these have been in place throughout the
financial year, and have been effective in
meeting the control objectives.
While the Company does not have its own
internal audit function, AICS has appointed
Ernst & Young as its internal auditor. The
Company has received a report from
Ernst & Young, under the requirements
of Auditing Standard on Assurance
Engagements ASAE 3150 ‘Assurance
Engagements on Controls’ stating their
opinion that, in all material respects, the
internal controls put in place by AICS in
relation to Investment Management and
Administration Operations for this financial
year are suitably designed to meet the
control objectives and have operated
effectively for this financial year.
Economic, environmental and social risks
Economic risk is principally dealt with
under Investment Risk, above. In respect
of environmental and social risks, the
Company utilises AICS staff and AICS’
office space for meetings, so is not subject
to material direct environmental and social
sustainability risks. AICS has resources to
identify if any legal environmental issues
arise that need to be considered by AICS
and the Company going forward.
Approach to Environmental,
Social and Governance Issues
when Investing
Assessment of Environmental, Social and
Governance (ESG) issues is an important
part of our investment process. As a
long term investor, we seek to invest in
companies that have strong governance
and risk management processes, which
includes consideration of environmental
and social risks. We regularly review
companies to ensure ongoing alignment
with our investment framework:
• We believe environmental factors,
including the impact of climate change,
can have a material impact on society.
These factors are considered when
assessing a company’s assets, long
term sustainability of earnings and cash
flow, cost of capital and future growth
opportunities.
• We believe that aligning ourselves
with high-quality management and
boards building sustainable long term
businesses is the best approach to
avoiding socially harmful businesses.
We are attracted to companies that act in
the best interest of all their stakeholders,
including their employees, customers,
suppliers, and wider communities.
CORPORATE GOVERNANCE STATEMENT
9Australian Foundation Investment Company LimitedCorporate Governance Statement 2021

• We invest in high-quality companies
with strong governance processes,
and management and boards whose
interests are closely aligned with
shareholders. The investment process
includes an assessment of their
past performance, history of capital
allocation, level of accountability,
mix of skills, relevant experience and
succession planning. We also closely
scrutinise a company’s degree of
transparency and disclosure.
Engagement with Companies
Voting on resolutions is one of the key
functions that a shareholder has in
ensuring better long term returns and
management of investment risk:
• We take input from proxy advisers but
conduct our own evaluation of the merits
of any resolution.
• We vote on all company resolutions as
part of our regular engagement with the
companies in the portfolio.
• We actively engage with companies
when we have concerns those
resolutions are not aligned with
shareholders’ interests.
We acknowledge that high-quality
companies may face ESG challenges from
time to time. We seek to stay engaged
with the companies and satisfy ourselves
that the issues are taken seriously and
worked through constructively. Ideally in
this instance, we seek to remain invested
to influence a satisfactory outcome for
stakeholders.
During the year ended 30 June 2021 the
Company lodged its first Annual Modern
Slavery Statement with the Australian
Border Force in accordance with the
requirements of the Modern Slavery Act.
The Board is committed to complying
with relevant local and national laws,
community expectations and ethical
standards related to human rights
and modern slavery in respect to our
employees and our business operations
and supply chains.
The Board believes that the Company
is fully compliant with Principle 7 and
its recommendations.
Principle 8: Remunerate Fairly
and Responsibly
This Principle requires that the Company
should pay director remuneration sufficient
to attract and retain high quality directors
and design its executive remuneration to
attract, retain and motivate high quality
senior executives and to align their
interests with the creation of value for
security holders and with the Company’s
values and risk appetite.
The Company has a Remuneration
Committee to oversee remuneration issues
relating to the Non-Executive Directors, the
Managing Director and Senior Executives.
The charter of the Remuneration
Committee is available on the
Company’s website.
GR Liebelt (Chairman), J Paterson
and CM Walter AM are members of the
Remuneration Committee. All members
are Independent Non-Executive Directors.
As set out in the Company’s Securities
Dealing Policy, Senior Executives are
prohibited from using financial products to
protect against or limit the risk associated
with unvested Company securities they
may receive as part of their performance-
based remuneration. Breaches of the
Company’s policy in this regard will
normally result in the termination of the
Senior Executive’s employment.
Further and full details regarding the work
of the Committee and the Company’s
remuneration practices in relation to both
Directors and management are set out
in the Remuneration Report contained
in the 2021 Annual Report.
The Board believes that the Company
is fully compliant with Principle 8 and
its recommendations.
The Board has determined that
recommendations 9.1 to 9.3 do not
apply to the Company.
Approved by the Board of Australian
Foundation Investment Company
Limited
Dated: 26 July 2021
CORPORATE GOVERNANCE STATEMENT
10Australian Foundation Investment Company LimitedCorporate Governance Statement 2021

Rules 4.7.3 and 4.10.3
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED

ABN/ARBN Financial year ended:
56 004 147 120 30 June 2021
Our corporate governance statement
1
for the period above can be found at:
2

☐
These pages of our
annual report:

☒
This URL on our
website:
www.afi.com.au/corporate-governance
The Corporate Governance Statement is accurate and up to date as at 26 July 2021 and has been
approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
3

Date: 31 August 2021
Name of authorised officer
authorising lodgement:
Matthew Rowe


1
“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which
discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during
a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a
corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a
statement is located. The corporate governance statement must disclose the extent to which the entity has followed the
recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a
recommendation for any part of the reporting period, its corporate governance statement must separately identify that
recommendation and the period during which it was not followed and state its reasons for not following the recommendation and
what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual
report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with
ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of
Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual
report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance
disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s
recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of
Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve
different purposes and an entity must produce each of them separately.
2
Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where
your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not
applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and
you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
See notes 4 and 5 below for further instructions on how to complete this form.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 2
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
out:
(a) the respective roles and responsibilities of its board and
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
☒
and we have disclosed a copy of our board charter at:
www.afi.com.au/corporate-governance
[insert location]
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable

1.2 A listed entity should:
(a) undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as
a director; and
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable

1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable

1.4 The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with
the proper functioning of the board.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable


4
Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert
the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you
need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual
report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate
governance/charters/”).
5
If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 3
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

1.5 A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
(c) disclose in relation to each reporting period:
(1) the measurable objectives set for that period to
achieve gender diversity;
(2) the entity’s progress towards achieving those
objectives; and
(3) either:
(A) the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.
☒
and we have disclosed a copy of our diversity policy at:
www.afi.com.au/corporate-governance
[insert location]
and we have disclosed the information referred to in paragraph (c)
at:
in our Corporate Governance Statement
available at www.afi.com.au/corporate-
governance
[insert location]
and if we were included in the S&P / ASX 300 Index at the
commencement of the reporting period our measurable objective for
achieving gender diversity in the composition of its board of not less
than 30% of its directors of each gender within a specified period.
☐
set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 4
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

1.6 A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒
and we have disclosed the evaluation process referred to in
paragraph (a) at:
i
n our Corporate Governance Statement
available at www.afi.com.au/corporate-
governance
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
in our Corporate Governance Statement
available at www.afi.com.au/corporate-
governance
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable

1.7 A listed entity should:
(a) have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒
and we have disclosed the evaluation process referred to in
paragraph (a) at:
in our Corporate Governance Statement
available at www.afi.com.au/corporate-
governance
[insert location]
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
in our Corporate Governance Statement
available at www.afi.com.au/corporate-
governance..
[insert location]

☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 5
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.
☒
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
www.afi.com.au/corporate-governance
[insert location]
and the information referred to in paragraphs (4) and (5) at:
in our Corporate Governance Statement
available at www.afi.com.au/corporate-
governance
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a nomination
committee and the processes we employ to address board
succession issues and to ensure that the board has the appropriate
balance of skills, knowledge, experience, independence and
diversity to enable it to discharge its duties and responsibilities
effectively at:

[insert location]

☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable

2.2 A listed entity should have and disclose a board skills matrix
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.
☒
and we have disclosed our board skills matrix at:
in our Corporate Governance Statement
available at www.afi.com.au/corporate-
governance.
[insert location]

☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 6
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

2.3 A listed entity should disclose:
(a) the names of the directors considered by the board to be
independent directors;
(b) if a director has an interest, position, affiliation or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position or relationship in question and an explanation of
why the board is of that opinion; and
(c) the length of service of each director.
☒
and we have disclosed the names of the directors considered by the
board to be independent directors at:
in our Corporate Governance Statement
available at www.afi.com.au/corporate-
governance [insert location]
and, where applicable, the information referred to in paragraph (b)
at:
N/A .
[insert location]
and the length of service of each director at:
in our Corporate Governance Statement
available at www.afi.com.au/corporate-
governance
[insert location]

☐ set out in our Corporate Governance Statement
2.4
A majority of the board of a listed entity should be independent
directors.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable

2.5 The chair of the board of a listed entity should be an
independent director and, in particular, should not be the same
person as the CEO of the entity.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable

2.6 A listed entity should have a program for inducting new
directors and for periodically reviewing whether there is a need
for existing directors to undertake professional development to
maintain the skills and knowledge needed to perform their role
as directors effectively.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 7
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
☒
and we have disclosed our values at:
in our Corporate Governance Statement
available at www.afi.com.au/corporate-
governance
[insert location]

☐ set out in our Corporate Governance Statement
3.2 A listed entity should:
(a) have and disclose a code of conduct for its directors,
senior executives and employees; and
(b) ensure that the board or a committee of the board is
informed of any material breaches of that code.
☒
and we have disclosed our code of conduct at:
www.afi.com.au/corporate-governance.
[insert location]

☐ set out in our Corporate Governance Statement
3.3 A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.
☒
and we have disclosed our whistleblower policy at:
www.afi.com.au/corporate-governance..
[insert location]
☐ set out in our Corporate Governance Statement

3.4 A listed entity should:
(a) have and disclose an anti-bribery and corruption policy;
and
(b) ensure that the board or committee of the board is
informed of any material breaches of that policy.
☒
and we have disclosed our anti-bribery and corruption policy at:
www.afi.com.au/corporate-governance
[insert location]
☐ set out in our Corporate Governance Statement

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 8
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2) is chaired by an independent director, who is not
the chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of the
members of the committee; and
(5) in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.
☒
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
www.afi.com.au/corporate-governance
[insert location]
and the information referred to in paragraphs (4) and (5) at:
Page 14 to 16 of the Annual Report located
www.afi.com.au/our-
company#Companyreports and also at this
location: https://www.afi.com.au/people

.........................................................................................
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have an audit
committee and the processes we employ that independently verify
and safeguard the integrity of our corporate reporting, including the
processes for the appointment and removal of the external auditor
and the rotation of the audit engagement partner at:
.........................................................................................
[insert location]
☐ set out in our Corporate Governance Statement

4.2 The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.
☒
☐ set out in our Corporate Governance Statement
4.3
A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.
☒
☐ set out in our Corporate Governance Statement

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 9
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.
☒
and we have disclosed our continuous disclosure compliance policy
at:
www.afi.com.au/corporate-governance
[insert location]

☐ set out in our Corporate Governance Statement
5.2
A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
☒
☐ set out in our Corporate Governance Statement
5.3 A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.
☒
☐ set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1
A listed entity should provide information about itself and its
governance to investors via its website.
☒
and we have disclosed information about us and our governance on
our website at:
www.afi.com.au/corporate-governance

[insert location]

☐ set out in our Corporate Governance Statement
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
☒
☐ set out in our Corporate Governance Statement
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
☒
and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
in our Corporate Governance Statement
available at
www.afi.com.au/corporate-
governance

[insert location]

☐ set out in our Corporate Governance Statement

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 10
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

6.4
A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.
☒ ☐ set out in our Corporate Governance Statement

6.5 A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.
☒
☐ set out in our Corporate Governance Statement
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of
which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
☒
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
www.afi.com.au/corporate-governance

[insert location]
and the information referred to in paragraphs (4) and (5) at:
Page 14 to 16 of the Annual Report located
www.afi.com.au/our-
company#Companyreports and also at this
location: https://www.afi.com.au/people

[insert location]

[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a risk committee
or committees that satisfy (a) and the processes we employ for
overseeing our risk management framework at:
.........................................................................................
[insert location]

☐ set out in our Corporate Governance Statement

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 11
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

7.2 The board or a committee of the board should:
(a) review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound and
that the entity is operating with due regard to
the risk
appetite set by the board; and
(b) disclose, in relation to each reporting period, whether
such a review has taken place.
☒
and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting period
at:
in our Corporate Governance Statement
available at www.afi.com.au/corporate-
governance
[insert location]

☐ set out in our Corporate Governance Statement
7.3 A listed entity should disclose:
(a) if it has an internal audit function, how the function is
structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes.
☒
[If the entity complies with paragraph (a):]
and we have disclosed how our internal audit function is structured
and what role it performs at:
.........................................................................................
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have an internal audit
function and the processes we employ for evaluating and continually
improving the effectiveness of our risk management and internal
control processes at:
in our Corporate Governance Statement
available at www.afi.com.au/corporate-
governance and our Risk Management
Framework Section located at
www.afi.com.au/corporate-governance
[insert location]

☐ set out in our Corporate Governance Statement
7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.
☒
and we have disclosed whether we have any material exposure to
environmental and social risks at:
in our Corporate Governance Statement
available at www.afi.com.au/corporate-
governance [insert location]
and, if we do, how we manage or intend to manage those risks at:
[insert location]
☐ set out in our Corporate Governance Statement

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 12
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a remuneration committee, disclose
that fact and the processes it employs for setting the level
and composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
☒
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
www.afi.com.au/corporate-governance
[insert location]

and the information referred to in paragraphs (4) and (5) at:
Page 14 to 16 of the Annual Report located
www.afi.com.au/our-
company#Companyreports and also at this
location: https://www.afi.com.au/people
.........................................................................................
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a remuneration
committee and the processes we employ for setting the level and
composition of remuneration for directors and senior executives and
ensuring that such remuneration is appropriate and not excessive:

[insert location]

☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable

8.2
A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.
☒
and we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives
at:
in the Remuneration Report of the 2021 Annual Report (page 18-31)
at this location:
www.afi.com.au/our-
company#Companyreports
[insert location]

☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 13
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

8.3
A listed entity which has an equity-based remuneration scheme
should:
(a) have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary of it.
☒
and we have disclosed our policy on this issue or a summary of it at:
in our Corporate Governance Statement available at
www.afi.com.au/corporate-governance
[insert location]
☐
set out in our Corporate Governance Statement OR
☐ we do not have an equity-based remuneration scheme and
this recommendation is therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable

ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language
in which board or security holder meetings are held or key
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to
those documents.
☐
and we have disclosed information about the processes in place at:
.................................................................................
[insert location]
☐
set out in our Corporate Governance Statement OR
☒ we do not have a director in this position and this
recommendation is therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable

9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.
☐
☐ set out in our Corporate Governance Statement OR
☒ we are established in Australia and this recommendation is
therefore not applicable OR

☐ we are an externally managed entity and this recommendation
is therefore not applicable

9.3
A listed entity established outside Australia, and an externally
managed listed entity that has an AGM, should ensure that its
external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.
☐
☐ set out in our Corporate Governance Statement OR
☒ we are established in Australia and not an externally managed
listed entity and this recommendation is therefore not
applicable
☐ we are an externally managed entity that does not hold an
AGM and this recommendation is therefore not applicable

Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 14
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5

ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative to Recommendation 1.1 for externally managed
listed entities:
The responsible entity of an externally managed listed entity
should disclose:
(a) the arrangements between the responsible entity and the
listed entity for managing the affairs of the listed entity;
and
(b) the role and responsibility of the board of the responsible
entity for overseeing those arrangements.

☐

and we have disclosed the information referred to in paragraphs (a)
and (b) at:
.........................................................................................
[insert location]

☐ set out in our Corporate Governance Statement
-
Alternative to Recommendations 8.1, 8.2 and 8.3 for externally
managed listed entities:
An externally managed listed entity should clearly disclose the
terms governing the remuneration of the manager.

☐

and we have disclosed the terms governing our remuneration as
manager of the entity at:
.........................................................................................
[insert location]

☐ set out in our Corporate Governance Statement