Appendix 4G and Corporate Governance Statement

29 August 2022



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

Please find attached a copy of the Company’s Corporate Governance
Statement and Appendix 4G.


Yours faithfully


Matthew Rowe
Company Secretary


Authorised by the Company Secretary

Corporate Governance Statement
2022

CORPORATE GOVERNANCE STATEMENT
Introduction
The Board of Australian Foundation
Investment Company Limited (‘AFIC’ or
‘the Company’) is committed to having
high standards of ethical behaviour and an
effective system of corporate governance
for the Group, commensurate with
our size and the scope of our operations.
‘The Group’ entails AFIC and its subsidiary
Australian Investment Company Services
Limited (AICS).
This Corporate Governance Statement
describes AFIC’s key corporate
governance policies and practices during
the 2022 reporting period through to the
date of this report. It has been approved
by AFIC’s Board and is dated 25 July 2022.
AFIC has followed each of the
recommendations of the ASX
Corporate Governance Council’s
Corporate Governance Principles
and Recommendations (fourth edition)
(ASX Principles) throughout the period
covered by this report.
In addition to having its shares listed
on the Australian Securities Exchange
(ASX), AFIC also has shares listed on
the New Zealand Stock Exchange (NZX).
As an overseas listed issuer on the NZX,
AFIC is generally deemed to comply with
the NZX Listing Rules provided that the
Company remains listed on the ASX, follow
the ASX Listing Rules, and give the NZX
the same information that the Company
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. The ASX’s
corporate governance rules and principles
can be found at www.asx.com.au; details
regarding the NZX are at www.nzx.com.
ASX Principles and Recommendations
Section
Reference
Principle 1Lay solid foundations for management and oversight1,2,4
Principle 2Structure the Board to be effective and add value2,3
Principle 3Instil a culture of acting lawfully, ethically and responsibly4
Principle 4Safeguard the integrity of corporate reports3, 7
Principle 5Make timely and balanced disclosure7
Principle 6Respect the rights of security holders6
Principle 7Recognise and manage risk3, 5
Principle 8Remunerate fairly and responsibly2, 3, 4
Governance Structure
Shareholders
Board of Directors
Investment
Committee
Audit
Committee
Remuneration
Committee
Nomination
Committee
AICS
(75% owned
by AFIC)
Each Board Committee operates under a formal charter available at www.afi.com.au.
The number of meetings held by the Board and each Committee during the reporting
period and each member’s attendance at those meetings is detailed in AFIC’s FY22
Director’s Report. All Directors are invited to attend Investment, Audit and Nomination
Committee meetings.
2Corporate Governance Statement 2022Australian Foundation Investment Company Limited (ABN: 56 004 147 120)

Section 1: Role and
Responsibilities of the Board
The role of the Board underpins and
supports the Company’s corporate
objective. The Board generally sets
objectives and goals for AFIC’s operations,
oversees the Company’s management,
regularly reviews the Company’s
performance and monitors its affairs
in the Company’s best interests.
In executing these responsibilities,
the Board is accountable to its
shareholders as owners of AFIC.
AFIC’s Board operates under a charter,
available on our website. This charter
documents the Board’s role and the
matters that the Board has reserved
for itself, including:
• setting AFIC’s corporate objective
and approving strategies and plans
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 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 organisation’s
risk appetite;
• reviewing the performance of
management and the Company,
including the risk management,
internal controls and compliance
systems adopted;
• monitoring and reviewing AICS’
performance in relation to the
services it provides AFIC;
• dealing with any matters above any
specific delegations that the Board
may from time to time delegate to
the Managing Director and senior
executives;
• approving the communication of
half-year and full-year results and
any public statements which the
Board deems material to shareholders
and the public; and
• establishing processes for the
investment team to implement
(in consultation with the Chairman/
Managing Director) the decisions
of the Investment Committee in buying
and selling securities or options.
The Directors meet formally as a Board,
usually monthly with an annual strategy
session. The Non-Executive Directors
meet regularly without the Managing
Director and other senior executives.
Relationship with AICS
AFIC has entered into an agreement with
AICS for AICS to provide a comprehensive
range of services under the leadership of
the AICS’ Managing Director.
The Managing Director of AICS has been
appointed Managing Director of AFIC, and
the AICS services provided include day-to-
day maintenance of AFIC’s portfolios and
associated research. AICS is 25 per cent
owned by Djerriwarrh Investments Ltd
and 75 per cent owned by AFIC.
The Managing Director is responsible
to AFIC for AICS’ performance, and the
Board acts in close consultation with AICS
regarding the provision of services. 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 AFIC; their details are in the 2022
Annual Report.
Section 2: Board Structure
and Composition
The Board currently consists of an
Independent Non-Executive Chairman,
J Paterson; a Managing Director, RM
Freeman; and seven Non-Executive
Directors; CM Drummond, R Dee-
Bradbury, JA Fahey, GR Liebelt, DA
Peever, CM Walter AM and PJ Williams.
The Directors’ Report in the 2022 Annual
Report details each Director’s skills,
experience, and expertise.
The roles of the Chairman and Managing
Director are separate. The role of the
Managing Director is set out in Section 1
above. The role of the Chairman is detailed
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 in accordance
with the agreed agenda and AFIC’s
corporate objective and principles
of conduct; and
• encouraging active engagement
by Directors and an open and
constructive relationship between
the Board, 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.
CORPORATE GOVERNANCE STATEMENT
3Australian Foundation Investment Company LimitedCorporate Governance Statement 2022

Skills Matrix
The Board has determined that it is best
served by having a mix of individuals with
different perspectives, 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;
• 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).
In addition to the skills and experience
outlined above, current and prospective
directors must demonstrate the following
qualities:
• Professionalism, passion and experience
• Integrity
• Respect
• Collaboration
The Nomination Committee uses
this matrix when considering Board
appointments.
Independence of Directors
The Nomination Committee reviews
the independence of each of the
Non-Executive Directors annually.
This review considers the factors
set out in the ASX Principles and
Recommendations, including situations
where an individual Director may be a
partner in, controlling shareholder of, or
executive of an entity that has a material
commercial relationship with AFIC.
Being a long-term investor is an essential
part of AFIC’s corporate objective. For this
reason, having Directors with experience in
different investment cycles is an important
factor in the Board’s approach. The Board
believes that length of tenure is not an
indication of a lack of independence.
What is essential is how each Director acts
in the boardroom, including the ability to
constructively challenge management and
add value to discussions.
Details of the length of service of each
Director are below.
We consider AFIC’s eight Non-Executive
Directors to be independent.
Conflicts of Interest
Several AFIC Directors are also Directors
of companies we invest in. Any potential
conflicts of interest are dealt with by
procedures consistent with Corporations
Act requirements. Conflicted Directors
do not take part in the decision-making
process on relevant issues. On this basis,
we believe that their independence is not
compromised.
Appointment and Renewal
Consistent with ASX Listing Rules, AFIC’s
constitution provides that Non-Executive
Directors must seek re-election by
shareholders at least every three years if
they wish to remain on the Board. Any new
Non-Executive Director appointed by the
Board must seek election by shareholders
at the next Annual General Meeting.
While there is no limit on tenure,
directors who have served more than
three terms will be subject to extension
at the discretion of the Board.
Details of the term of office held by each
Director as of the date of this report are:
J Paterson 17 years and
Alternate Director
1987 to 2005
RP Dee-Bradbury3 years
CM Drummond1 year
JA Fahey1 year
RM Freeman
(MD/CEO)
4 years
GR Liebelt 9 years
DA Peever 8 years
CM Walter AM19 years
PJ Williams12 years
To help Directors meet their responsibility
to bring an independent view to matters
coming before them, the Board has agreed
to pay for Directors to obtain independent
professional advice as appropriate.
Once appointed, Directors are encouraged
to meet with AFIC’s senior executives to
develop a strong understanding of their
areas of expertise and responsibility.
The Board receives regular reports
updating Directors on legal, regulatory,
governance and financial developments
in Australia and internationally. These
developments are shared as they could
impact AFIC, the companies that AFIC
invests in, or the Directors in their roles
at AFIC or other companies. Directors
are also invited to attend meetings
with investee companies and subject
matter experts on various business and
economic issues.
All Directors are encouraged to have a
meaningful shareholding in the Company
to ensures that they benefit from AFIC’s
growth in the same way as all other
shareholders.
Pre-appointment Checks
and AGMs
Prior to their appointment of a Non-Executive
Director to the Board, the Nomination
Committee will determine the appropriate
pre-appointment checks.
Relevant details of each Director standing
for election or re-election are in the
explanatory notes of the Notice of Annual
General Meeting.
Agreements
All Directors have entered into an
agreement with AFIC regarding 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. Each Director
is engaged individually and not via a
separate legal entity.
Company Secretary
The Company Secretary’s details and
experience appear in the 2022 Annual
Report. While the Company Secretary is
an employee of AICS, he is accountable
to the AFIC’s Board, via the Chairman,
on all matters relating to the proper
functioning of the Board.
CORPORATE GOVERNANCE STATEMENT
4Australian Foundation Investment Company LimitedCorporate Governance Statement 2022

Performance Assessments
Non-Executive Directors
The Chairman is responsible for
conducting a formal Director review
process each year.
As part of these evaluations, the Chairman
meets with each Director individually. Prior
to this meeting, each Director is required
to provide their assessment of matters
including performance and Board and
Board Committee effectiveness to
facilitate mutual feedback.
An independent Director also meets
with other Directors to discuss the
Chairman’s performance.
The Chairman and this independent
Director report on the outcome of these
meetings to the Nomination Committee
and the Board where necessary.
Evaluations under this process were
carried out during the financial year.
Management
The Remuneration Committee is
responsible to the Board for evaluating
the performance of the Managing Director
and senior executives and remunerating
them appropriately. To encourage and
reward high performance, the Board has
adopted a remuneration structure which
includes a significant component of
‘at risk’ remuneration.
Full details of the remuneration process
and benchmarks used for assessment
are in the remuneration report in the 2022
Annual Report. Such an assessment was
carried out in respect of the Managing
Director’s and Senior Executives’
performance for the financial year.

CORPORATE GOVERNANCE STATEMENT
Section 3: Committees of the Board
Audit CommitteeRemuneration CommitteeNomination CommitteeInvestment Committee
PJ Williams (Chairman)
JA Fahey
J Paterson
DA Peever
CM Walter AM
GR Liebelt (Chairman)
J Paterson
CM Walter AM
CM Walter AM (Chairman)
CM Drummond
RP Dee-Bradbury
J Paterson
PJ Williams
J Paterson (Chairman)
M Freeman (CEO)
RP Dee-Bradbury
CM Drummond
CM Walter AM
PJ Williams
DA Peever
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.
Members of the Audit Committee
have the requisite financial
experience and understanding
to discharge the Committee’s
mandate effectively. In addition,
some members of the Committee
have relevant experience
and qualifications as set out
in the 2022 Annual Report,
but these individuals have no
responsibilities additional to other
members of the Audit Committee.
The Remuneration
Committee has been
established to advise the
Board on remuneration
and related issues. This
includes:
• Reviewing the level
of fees for directors
and the Chairman.
• Reviewing the Managing
Director’s remuneration
arrangements.
• Evaluating the Managing
Director’s performance.
• Reviewing the annual
remuneration policies for
other senior executives.
The Nomination Committee
periodically reviews Board
and Board Committee
composition and succession
planning and, where
applicable, recommends
suitable Directors for
appointment.
The Committee may also
involve other Directors or
the Board in this process.
Complementary to this
responsibility, the Committee
oversees the Board’s
Diversity Policy.
The Investment Committee
manages AFIC’s investments
and oversees the investment
process.
The Investment Committee:
• approves all purchases,
sales, and other investment
decisions to maintain the
investment and trading
portfolios at the subsequent
meeting;
• makes decisions about
how other portfolio-related
activities are carried out,
including voting instructions
and lodgement of proxies
for general meetings of
companies in which AFIC
has invested;
• receives reports on portfolio
performance, transaction
reports, portfolio position
reports and performance
attribution analysis; and
• receives reports and
recommendations
concerning the review and
analysis of companies/
securities in which AFIC can
invest or has invested in.
5Australian Foundation Investment Company LimitedCorporate Governance Statement 2022

Section 4: Integrity, Conduct
and Diversity
The Board and senior executives are
committed to maintaining a high
standard of integrity – a fundamental
aspect of our purpose.
Our Purpose
• To deliver attractive investment returns
that exceed the Australian equity market
over the long term.
• To invest in quality companies taking a
long-term, low turnover approach that
aims to provide both capital growth and
a growing stream of dividends.
• To produce tax-effective returns that are
less volatile than the market, at a very
low cost with no performance fees.
• To use the internally managed, listed
closed-end company structure to
support our investment approach,
ensure transparency for all stakeholders,
provide strong governance oversight,
and align 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 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
AFIC maintains a high level of transparency
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
the ethical standards to be followed by
Directors and senior executives. Directors
and senior executives must:
• 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 a high
calibre organisation;
• treat others with dignity and respect; and
• not engage in conduct likely to affect
AFIC’s reputation adversely.
The Corporate Principles of Conduct also
detail how conflicts of interest should be
avoided. AFIC’s Directors and employees
must disclose 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
to this interest.
If a conflict of interest arises, full disclosure
must occur, and appropriate arrangements
followed so that interested persons are not
included in the relevant decision making.
AICS also has its own Principles of
Conduct 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.
As set out in AFIC’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 remuneration.
Breaches of this policy will typically
result in the termination of that senior
executive’s employment.
Board Diversity Policy
The Board recognises that diversity
will support the effective performance
of its role and has established a diversity
policy under the oversight of the
Nomination Committee. The Diversity
Policy is available on the Company’s
website.
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 no employees as
all executives, management, financial,
business development/marketing and
securities/stock market services are
provided by its subsidiary, AICS.
As such, our 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 AFIC with
the best opportunity to meet its corporate
objective.
While AFIC is not in the S&P/ASX300
Index, we have 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 of 30 June 2022, the
Board had met this objective.
Gender diversity is a continuing focus
of the Nomination Committee during the
financial year.
CORPORATE GOVERNANCE STATEMENT
6Australian Foundation Investment Company LimitedCorporate Governance Statement 2022

AFIC Board Composition
as of 30 June 2022
Male Female
Board (including
Managing Director) 63
Other Senior
Executives 30
Employees
(all employed
by AICS, including
Managing Director
and other Senior
Executives)149
AICS has a small yet diverse workforce.
Due to its size and flexibility, AICS can
attract outstanding candidates whose
flexible working needs may not easily be
met in the broader investment/financial
services sector.
Whistleblower Protection Policy
AFIC has a whistleblower protection
policy that establishes a formal framework
within which individuals are able to
express 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 from any
form of detriment. A copy of this policy is
available on the AFIC website.
Anti-bribery and Corruption Policy
AFIC’s anti-bribery and corruption policy
establishes the Company’s prohibition
of bribery and facilitation payments and
its approach to political contributions/
donations, gifts and entertainment.
A copy of this policy is available
on the AFIC website.
Modern Slavery Statement
AFIC is required to lodge an annual
modern slavery statement with the
Australian Border Force under the Modern
Slavery Act and has complied with this
requirement. 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, our business operations and
supply chains.
Section 5: Risk Management
The Board believes it has established and
maintains a sound system of risk oversight,
management and internal control. Our Risk
Management Framework is available on
the AFIC website.
The Board has approved the overarching
risk appetite of the Company and
is assisted in its risk management
activities by the Audit Committee. The
Chief Financial Officer coordinates risk
management activities and reports to the
Audit Committee on such matters. The
Audit Committee reviews the framework
annually; a review was completed this
financial year.
This approach involves establishing the
context in which AFIC operates, identifying
the risks, analysing those risks, treating the
risks where appropriate and monitoring,
reviewing and reporting risks and the
overall performance of the framework.
This process is underpinned by regular
communication and consultation with key
business stakeholders. The framework
forms the basis for embedding enterprise
risk management within the organisation’s
culture. 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;
• provide decision-makers with the means
to identify risks and determine whether
the controls in place are adequate to
mitigate those risks;
• provide a mechanism to assess
acceptable levels of risk;
• ensure that the application of risk
management practices is understood
by AFIC’s agents, employees, officers
and directors, and a strong risk culture
is well entrenched; and
• reduce the consequence and/or
likelihood of potentially damaging events
with 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, counterparty and settlement risk;
• liquidity risk; and
• reputational risk (insofar as it relates
to the investments that the Company
makes).
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.
AFIC will always carry investment risk
because it must invest its capital in
securities that are not risk-free. However,
the Company seeks to reduce this
investment risk by diversifying investments
across industries and companies operating
in various market sectors.
In addition to the investment portfolio,
AFIC also operates a trading portfolio to
take advantage of short-term opportunities.
We seek to enhance the return from that
portfolio by selling call and put options.
In normal circumstances, the Board
restricts the size of the trading portfolio to a
maximum of 10 per cent of company assets.
The Board maintains close control of
option transactions via the Investment
Committee. 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 and buying and/or selling stocks
at attractive prices.
CORPORATE GOVERNANCE STATEMENT
7Australian Foundation Investment Company LimitedCorporate Governance Statement 2022

Operational Risk
AFIC’s management is primarily responsible
for recognising and managing operational
risk issues such as:
• compliance risk;
• governance risk;
• reputation risk;
• strategic risk;
• political risk and
• operation risk (including outsourcing
risk, business continuity risk, fraud risk,
people risk and cyber risk).
A further risk is ensuring compliance
with AICS’ Australian Financial Services
Licence requirements. This specific aspect
is overseen by AICS’ Risk Management,
Audit and Remuneration Committee and
reported to AFIC’s Audit Committee.
The Chairman of AFIC’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.
C Drummond and J Paterson also
represent the Company on the Board
of AICS.
Internal Audit and Written
Affirmation from AICS
AFIC 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 advises that these policies have been
in place throughout the financial year and
have effectively met the control objectives.
While AFIC does not have an 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 for this financial year
are suitably designed to meet the control
objectives and have operated effectively.
Economic, Environmental
and Social Risks
Economic risk is principally dealt with
under investment risk. In respect of
environmental and social risks, AFIC
utilises AICS staff and AICS’ office space
for meetings, so it is not subject to
material direct environmental and social
sustainability risks. AICS has resources
to identify if any environmental risks arise
that need to be considered in the future.
Approach to Environmental,
Social and Governance Issues
when Investing
Environmental, Social and Governance
(ESG) issues are taken into account as
part of our investment process when
assessing companies. 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 given the potential for these factors
to impact investment performance. We are
also closely monitoring the development of
international standards for ESG reporting,
as these may further inform our approach
going forward. 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.
As reporting becomes more
standardised, assessment of
commitments and plans by companies
to reach net zero by 2050 will also be
considered having regard to the industry
in which it operates, their progress
against these plans and their broader
contribution to social good in addressing
the challenge of reducing global carbon
emissions. In applying external data
for benchmarking*, the current
carbon intensity of AFIC’s portfolio
is considerably less than the S&P/ASX
200 Index.
* Data provided by ISS ESG.
Portfolio at 30 June 2022.
• We believe that aligning ourselves
with high-quality management and
boards building sustainable long-term
companies 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 the wider
community after wider please insert
communities. Where appropriate, we
consider a range of matters including
safety, diversity and modern slavery as
part of the investment process.
• 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
actions that shareholders can take to
ensure 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. Our voting
record is on the Company’s website.
• 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.
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.
CORPORATE GOVERNANCE STATEMENT
8Australian Foundation Investment Company LimitedCorporate Governance Statement 2022

Section 6: Engaging with
Our Shareholders
AFIC is owned by its shareholders, and
the Board’s primary responsibility to them
is to do its utmost to meet the Company’s
objectives.
The Board maintains active communication
with shareholders. Our website contains
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. Key
governance documents are available at
www.afi.com.au/corporate-governance.
In addition to communicating with
shareholders via the Annual Report and
the non-statutory Annual and Half-Yearly
Reviews, AFIC holds an Annual General
Meeting to:
• provide shareholders with the
opportunity to learn more about
the Company’s activities;
• provide an opportunity for shareholders
to question the Board and management
about any aspect of the Company’s
activities. and
• fulfil statutory requirements.
The documentation produced for the
Annual General Meeting makes provision
for shareholders to submit questions
to the Company. In 2021 the Annual
General Meeting was held virtually with
shareholders able to ask questions via
the voting application and telephone.
All resolutions at the Annual General
Meeting were decided by poll. The
Company will continue to use voting
by poll for all resolutions.
AFIC held three shareholder webcasts
in addition to the Annual General
Meeting during the financial year in light
of the ongoing COVID-19 pandemic.
Shareholders were able to participate
via computer or 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 in-person meetings will resume
in October 2022.
AFIC ensures that shareholders have
the option to communicate electronically
with the Company via the share registry.
We also maintain an email address,
invest@afi.com.au, and offer a free
telephone service, 1800 780 784, that
shareholders can call to hear the latest
NTA information.
Section 7: Integrity in Corporate
Reports and Ensuring Timely
and Balanced Disclosure
Written affirmations
Prior to approving the Company’s financial
statements, the Board has received written
affirmations from the Managing Director
and the Chief Financial Officer concerning
these financial statements, as required
by the Corporations Act and set out in
the Directors’ Declaration in the 2022
Annual Report.
In respect of both the financial statements
for the year ended 30 June 2022 and the
half-year ended 31 December 2021, the
Board has also received written affirmation
from the Managing Director and the Chief
Financial Officer that:
• in their opinion, the entity’s financial
records have been properly maintained
and the financial statements comply with
the appropriate accounting standards
and give a true and fair view of AFIC’s
financial position and performance
• this opinion has been formed based on
a sound system of risk management
and internal control which is operating
effectively.
The Audit Committee and the Board
have also received reports from senior
executives as to the effectiveness of AFIC’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
AFIC 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 detailed in the Committee’s
charter. The firm conducting the external
audit sets policies relating to rotating
audit partners in accordance with the
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
pertaining 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 this corporate
report, a robust review process confirms
that information provided is accurate and
sends a consistent and balanced message
to shareholders.
Continuous Disclosure
As a listed entity, AFIC has an obligation
under the ASX Listing Rules and the
Corporations Act to maintain an informed
market in its securities. Accordingly,
the market is 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 documented
continuous disclosure policy and
procedures designed to ensure
compliance with ASX Listing Rules and
Corporations Act disclosure requirements.
This policy ensures senior management
accountability for compliance with
disclosure requirements and clarifies
individual, management and Board
responsibilities. The policy is available
on the AFIC website.
Board approval is required on any material
market announcements before release.
AFIC always releases any shareholder
presentation material to the ASX Market
Announcements Platform ahead of the
presentation.
CORPORATE GOVERNANCE STATEMENT
9Australian Foundation Investment Company LimitedCorporate Governance Statement 2022

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 2022
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 25 July 2022 and has been
approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
3

Date: 29 August 2022
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 d uring 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 2022 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