Governance of Reporting Entities — chapter 9

8. Chapter 9 covers a wide range of Corporate Governance requirements applicable to Reporting Entities including:
a. seven high-level Corporate Governance Principles, with best practice standards relating to those principles which apply on a "comply or explain" basis and which are set out in APP 4;
b. Directors' duties, including acting in good faith and applying due diligence and care in the discharge of their duties and functions;
c. provisions to ensure fair treatment of Shareholders in the conduct of affairs of the Company, such as provisions relating to communication with Shareholders, exercise of pre-emption rights, reduction of Share capital and a list of matters that require approval by a majority of Shareholders in voting; and
d. provisions to address conflicts of interest. For example individuals involved in the Senior Management of the Reporting Entity (such as executive Directors and other senior executives, called "Restricted Persons"), are prohibited from dealing in the Securities of the Reporting Entity during "close periods", unless prior clearance for those dealings is obtained. Similarly, Persons who qualify as Related Parties of the Reporting Entity are prohibited from entering into commercial transactions with the Reporting Entity unless certain requirements are followed.