AQUIS ENTERTAINMENT LIMITED
ABN 48 147 411 881
ANNUAL REPORT
FOR THE YEAR ENDED 31 DECEMBER 2017
CONTENTS
Financial Statements
Corporate Governance Statement
Shareholder Information
Corporate Directory
3
48
62
64
Page 3 of 64 Page 4 of 64 Page 5 of 64 Page 6 of 64 Page 7 of 64 Page 8 of 64 Page 9 of 64 Page 10 of 64 Page 11 of 64 Page 12 of 64 Page 13 of 64 Page 14 of 64 Page 15 of 64 Page 16 of 64 Page 17 of 64 Page 18 of 64 Page 19 of 64 Page 20 of 64 Page 21 of 64 Page 22 of 64 Page 23 of 64 Page 24 of 64 Page 25 of 64 Page 26 of 64 Page 27 of 64 Page 28 of 64 Page 29 of 64 Page 30 of 64 Page 31 of 64 Page 32 of 64 Page 33 of 64 Page 34 of 64 Page 35 of 64 Page 36 of 64 Page 37 of 64 Page 38 of 64 Page 39 of 64 Page 40 of 64 Page 41 of 64 Page 42 of 64 AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Aquis Entertainment Limited for the period ended 31
December 2017, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
(ii)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
Canberra, Australia Capital Territory
Dated: 26 February 2018
RODNEY MILLER
Partner
Page 43 of 64 INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF AQUIS ENTERTAINMENT LIMITED
Opinion
We have audited the financial report of Aquis Entertainment Limited (the “Company”) and its subsidiaries (the
“Group”), which comprises the consolidated statement of financial position as at 31 December 2017, the
consolidated statement of comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then ended, and notes to the financial statements, including
a summary of significant accounting policies, and the directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(i)
giving a true and fair view of the Group’s financial position as at 31 December 2017 and of its
financial performance for the year then ended; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards
Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the
Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given
to the directors of the Company, would be in the same terms if given to the directors as at the time of this
auditor's report.*
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial report of the current period. These matters were addressed in the context of our audit of the
financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Page 44 of 64 Key Audit Matter
How our audit addressed this matter
Recognition of Revenue – Note 3 in the financial statements
Revenue for the year ended 31 December 2017
was $26.1million.
Our audit procedures in relation to the recognition of
revenue included:
Revenue is considered to be a Key Audit Matter
because, while it is not judgmental, it involves the
transfer of significant volumes of cash
in
circumstances where there is no immediate paper
trail.
There is potential for management override to
achieve revenue targets via manual journal entries
posted to revenue. Revenue could be inaccurately
stated as a result. Our procedures were designed
to corroborate our assessment that revenue should
be closely aligned to cash banked and identify
manual adjustments that are made to revenue for
further testing.
Assessing whether the Group’s revenue
recognition policies were in compliance
with Australian Accounting Standards.
Evaluating the operating effectiveness, of
management’s controls related to revenue
recognition.
Using data extracted from the accounting
system, we tested the appropriateness of
journal entries impacting revenue.
We
the
verified
recognition
and
measurement of revenue by tracing a
sample of transactions throughout the year
from the table performance reports to the
monthly summary reports and then back to
the cash desk, to verify the accuracy of
reported revenue.
Recoverability of Deferred Tax Assets – Note 5 in the financial statements
As disclosed in Note 5, the Group has derecognised
a deferred tax asset of $7.0 million, which had
financial
recognised
previously been
statements. This asset was primarily the result of
timing differences previously
tax
sustained by
the Group’s subsidiary, Casino
Canberra Limited.
losses and
the
in
treatment of
this deferred
The
is
considered a key audit matter due to the inherent
uncertainty in management forecasting whether or
not sufficient profits will be available in future to
utilise the tax losses.
tax asset
Our audit procedures in relation to the recoverability
of the deferred tax asset included:
Evaluating management’s assessment
that sufficient taxable profit will not be
available to support recognition of the
deferred tax assets.
Obtaining management’s
and
forecasts of
taxable profits and critically
future
reviewing
key
assumptions within those forecasts. Key
assumptions included the revenue growth
rate, gross margins achieved and future
tax rates.
challenging
Comparing management’s forecasts to
the
of
to assess
historical performance
consistency
accuracy
management’s forecasting process.
and
Page 45 of 64 Key Audit Matter
How our audit addressed this matter
Impairment of Intangible Assets - Note 12 in the financial statements
At 31 December 2017 the Group has intangible
assets with a carrying value of $1.9 million. This is
the Casino licence and its associated costs.
We focused on this area due to the size of the
intangible balance, and because the directors’
assessment of the ‘fair value less cost to sell’ of the
cash generating unit (“CGU”), Casino Canberra
(Casino) involves judgements about the future
underlying cash flows of the business and the
discount rates applied to them.
the year ended 31 December 2017
impairment
For
management have performed an
assessment over the intangible balance by:
expenses
calculating the fair value less cost to sell for
the Casino using a discounted cash flow
flows
model. This model used cash
(revenues,
capital
expenditure) for the Casino for 5 years, with
a terminal growth rate applied to the 5th
year. These cash
then
discounted to net present value using the
Group’s weighted average cost of capital
(WACC); and
flows were
and
comparing the resulting fair value less cost
to sell of the Casino to the respective book
value.
Management also performed a sensitivity analysis
over the calculations, by varying the assumptions
used (growth rates, terminal growth rate and
WACC) to assess the impact on the valuations.
Other Information
Our audit procedures in relation to management’s
impairment assessment included:
Updating
our
of
management’s annual impairment testing
process.
understanding
the
Assessing management’s determination
intangible asset should be
that
allocated to a single CGU, the Casino,
based on the nature of the Group’s
business and the manner in which results
are monitored and reported.
We assessed the forecasts underlying the
impairment review and agreed to budgets
approved by the Board, reviewing these
against actual performance and historic
accuracy of
forecasting. We also
performed sensitivity analysis on earnings
multiples and growth rates applied to cash
flows to determine the extent of headroom
for the Casino.
We agreed other key assumptions such as
discount rates and revenue growth to
supporting evidence and corroborated
these to industry averages/trends.
We compared the cash flow projections to
historic performance and observable
trends and corroborated the reasons for
deviations to third party evidence as
appropriate.
The directors are responsible for the other information. The other information comprises the information
included in the Group's annual report for the year ended 31 December 2017, but does not include the financial
report and the auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Page 46 of 64 Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and
fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such
internal control as the directors determine is necessary to enable the preparation of the financial report that
gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no
realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with the Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of this
financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar2.pdf.
This description forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 7 to 11 of the directors' report for the year ended
31 December 2017.
In our opinion, the Remuneration Report of Aquis Entertainment Limited, for the year ended 31 December
2017, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report
in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on
the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
RSM AUSTRALIA PARTNERS
Canberra, Australia Capital Territory
Dated: 26 February 2018
RODNEY MILLER
Partner
Page 47 of 64 AQUIS ENTERTAINMENT LIMITED
ACN 147 411 881
(Company)
CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement is current as at 27 April 2018 and has been approved by the Board of Directors on that date.
This Corporate Governance Statement discloses the extent to which the Company follows the recommendations set by the ASX Corporate
Governance Council in its publication Corporate Governance Principles and Recommendations (Recommendations). The Recommendations
are not mandatory; however the Recommendations that will not be followed have been identified and reasons provided for not following
them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.
The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate
governance duties.
The Company’s Corporate Governance Plan is available on the Company’s website at www.aquisentertainment.com.
RECOMMENDATIONS (3RD EDITION)
COMPLY
EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
A listed entity should have and disclose a charter which sets
out the respective roles and responsibilities of the Board, the
Chair and management, and includes a description of
those matters expressly reserved to the Board and those
delegated to management.
Yes
responsibilities of
The Company has a Board Charter which sets out the respective
roles and
the Chair and
management, and includes a description of those matters
expressly
reserved to the Board and those delegated to
management. A copy of the Charter can be viewed on the
Company’s website.
the Board,
Page 48 of 64 RECOMMENDATIONS (3RD EDITION)
COMPLY
EXPLANATION
Recommendation 1.2
A listed entity should:
(a) undertake appropriate checks before appointing a
person, or putting forward to security holders a
candidate for election, as a Director; and
(b) provide security holders with all material information
relevant to a decision on whether or not to elect or re-
elect a Director.
Yes
The Company:
• undertakes appropriate checks
including character
references, criminal history and insolvency checks before
appointing or putting
forward to security holders a
candidate for election, as a Director;
security holders are provided with all material information
relevant to a decision on whether or not to elect or re-elect
a Director. The information is included in the Company’s
Annual Reports, Notices of Meeting and website.
•
Recommendation 1.3
A listed entity should have a written agreement with each
Director and senior executive setting out the terms of their
appointment.
Recommendation 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.
Yes
Yes
The Company has written agreements with each Director and
senior executive setting out the terms of their appointment.
The Board Charter establishes that the Company Secretary is
accountable directly to the Board through the Chair on all matters
to do with the proper functioning of the Board.
Recommendation 1.5
A listed entity should:
(a) have a diversity policy which includes requirements for
the Board or a relevant committee of the Board to set
measurable objectives for achieving gender diversity
and to assess annually both the objectives and the
entity’s progress in achieving them;
(b) disclose that policy or a summary or it; and
(c) disclose as at the end of each reporting period:
Yes - Partly
Aquis Entertainment acknowledges the positive outcomes that
can be achieved through a diverse workforce and recognises
and utilises the diverse skills and talent from its directors, officers
and employees. To this end the Company has developed a
diversity policy which can be viewed on the Company’s website.
Yes
The Remuneration & Nomination Committee is responsible for
reviewing and making recommendations to the Board on the
effectiveness of the Diversity Policy. If the Committee considers
necessary, it will advise the Board on the establishment of
Page 49 of 64
RECOMMENDATIONS (3RD EDITION)
(i)
the measurable objectives for achieving gender
diversity set by the Board in accordance with the
entity’s diversity policy and its progress towards
achieving them; and
COMPLY
Yes
(ii) either:
(A)
the respective proportions of men and
women on the Board, in senior executive
positions and across the whole organisation
(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 the Workplace
Gender Equality Act.
EXPLANATION
measurable objectives set to achieve gender diversity to enable
the Board to annually assess and report the Company’s progress
in achievement of its objectives. If developed, the measurable
objectives will be included in either the Annual Corporate
Governance Statement or the Company’s Annual Report.
At 31 March 2018, the respective proportions of men and women
on the Board, in senior executive positions and across the whole
organisation were as follows:
Board (including Executive Directors)
Senior Executives (excl. Executive Directors)1
Management – Casino Canberra (excl. Exec
Directors and Senior Executives)
Staff
Total
Female Male
Total
1
1
5
87
94
4
0
4
5
1
9
164
174
251
268
1 For the purposes of this statement, Senior Executives are defined as Key
Management Personnel (excluding Directors).
Recommendation 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, in relation to each reporting period, whether a
the
performance evaluation was undertaken
in
reporting period in accordance with that process.
Yes
Yes
The Board Charter establishes the requirement and process to
conduct an annual evaluation of the performance of the Board,
its committees and individual Directors. The Remuneration &
Nomination Committee is responsible for the conduct of the
evaluation.
A Board performance evaluation was undertaken during the 2017
financial year.
Page 50 of 64
RECOMMENDATIONS (3RD EDITION)
COMPLY
EXPLANATION
Recommendation 1.7
A listed entity should:
(a) have and disclose a process for periodically evaluating
the performance of its senior executives; and
(b) disclose, in relation to each reporting period, whether a
the
performance evaluation was undertaken
in
reporting period in accordance with that process.
Principle 2: Structure the Board to add value
Recommendation 2.1
The Board of a listed entity should:
Yes
Yes
The Board is responsible for reviewing the performance of senior
management against strategies established by the Board. To this
the
the Board has established KPI’s against which
end
performance of its senior executives are assessed.
A performance evaluation of executives against KPI’s set for the
2017 financial year has been conducted.
(a) have a nomination committee which:
Yes
(i) has at least three members, a majority of whom are
independent Directors; and
(ii)
is chaired by an independent Director,
The Remuneration and Nomination Committee has
three
members the majority of whom are independent Directors. The
Committee is chaired by an independent Director.
The names of the Committee Members are as follows:
and disclose:
(iii)
the charter of the committee;
(iv) the members of the committee; and
(v) 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, experience,
• Mr Russell Shields (Chair)
• Mr Alex Chow
• Mr Justin Fung
A copy of the Committee Charter may be viewed on the
Company website.
The qualifications and experience of the members of the
Committee are set out on the Company’s website and in the
Annual Reports. The number of times the committee met
throughout a period and the individual attendances of the
members at those meetings are disclosed in the Annual Report.
Page 51 of 64
RECOMMENDATIONS (3RD EDITION)
COMPLY
EXPLANATION
independence and knowledge of the entity to enable
it to discharge its duties and responsibilities effectively.
Recommendation 2.2
A listed entity should have and disclose a Board skills matrix
setting out the mix of skills and diversity that the Board
currently has or is looking to achieve in its membership.
Yes
The Remuneration and Nomination Committee has developed a
Board Skills Matrix to assist in identifying the experience, skills,
expertise and diversity required for the Board to discharge its
mandate to maintain the necessary mix of expertise. Key skills held
by Board members
financing and
administration, banking, finance, property development, business
strategy and business management.
include: corporate
The Board is of the view that at this stage of its development the
current directors possess an appropriate mix of skills, experience,
expertise and diversity to enable the Board to discharge its
responsibilities and deliver the company’s strategic priorities. To
the extent that skills are not directly represented on the Board,
they are augmented
through management and external
advisors.
Recommendation 2.3
A listed entity should disclose:
(a) the names of the Directors considered by the Board to
Yes
be independent Directors;
The names of the Directors considered to be independent are as
follows:
(b) if a Director has an interest, position, association or
relationship of the type described in Box 2.3 of the ASX
Corporate
and
Recommendation (3rd Edition), but the Board is of the
Governance
Principles
• Mr Alex Chow and
• Mr Russell Shields
Yes
The names of the Directors who are not considered independent
are:
• Mr Tony Fung
• Mr Justin Fung
Page 52 of 64
RECOMMENDATIONS (3RD EDITION)
COMPLY
EXPLANATION
opinion that it does not compromise the independence
of the Director, the nature of the interest, position,
association or
in question and an
explanation of why the Board is of that opinion; and
relationship
• Ms Jessica Mellor
(c) the length of service of each Director
Yes
Ms Mellor was appointed on 14 August 2015.
Recommendation 2.4
A majority of the Board of a listed entity should be
independent Directors.
Recommendation 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.
Recommendation 2.6
A listed entity should have a program for inducting new
Directors and providing appropriate professional
development opportunities for continuing Directors to
develop and maintain the skills and knowledge needed to
perform their role as a Director effectively.
Mr Chow was formally appointed on 7 September 2015.
All other Directors were appointed with affect from 7 August 2015.
Yes
At the date of this report, the Board comprises 5 members, 2 of
whom are independent and 3 of whom are non-independent
Directors.
The Company considers this to be an appropriate balance given
its majority shareholder and the importance to the company at
this time to have the Chief Executive Officer who is an Executive
Director, who is not considered independent.
No
Yes
The Chair of the Board is Mr Tony Fung who is also the owner of the
majority shareholder and therefore is not independent. Mr Fung is
a highly experienced Director and Chairman. The Company
considers that, reflective of the majority shareholding, the Board
will function more effectively with Mr Fung as Chairman.
The Company has an induction program for new Directors and
encourages ongoing professional development of directors and
senior management.
Page 53 of 64
RECOMMENDATIONS (3RD EDITION)
COMPLY
EXPLANATION
Principle 3: Act ethically and responsibly
Recommendation 3.1
A listed entity should:
(a) have a code of conduct for its Directors, senior
Yes
executives and employees; and
The Company has a Code of Conduct for its Directors, senior
executives and employees.
(b) disclose that code or a summary of it.
A copy of the Code of Conduct may be viewed on the
Company’s website.
Principle 4: Safeguard integrity in financial reporting
Recommendation 4.1
The Board of a listed entity should:
(a) have an audit committee which:
(i)
(ii)
has at least three members, all of whom are non-
executive Directors and a majority of whom are
independent Directors; and
is chaired by an independent Director, who is not
the Chair of the Board,
and disclose:
(iii)
(iv)
(v)
the charter of the committee;
the relevant qualifications and experience of the
members of the committee; and
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 financial
Yes
The Audit and Risk Management Committee has three members
the majority of whom are independent Directors. The Committee
is chaired by an independent Director.
The names of the Committee Members are as follows:
• Mr Alex Chow (Chair)
• Mr Russell Shields and
• Mr Justin Fung
A copy of the Committee Charter may be viewed on the
Company website. The qualifications and experience of the
members of the Committee are set out on the Company’s website
and in the Annual Report. The number of times the committee
met throughout a period and the individual attendances of the
members at those meetings are disclosed in the Annual Report.
Page 54 of 64
RECOMMENDATIONS (3RD EDITION)
COMPLY
EXPLANATION
reporting, including the processes for the appointment
and removal of the external auditor and the rotation of
the audit engagement partner.
Recommendation 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 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.
Recommendation 4.3
Yes
The Audit and Risk Management Charter requires the CEO and
CFO to provide to the Board prior to the Company’s financial
statements being approved, a declaration that the financial
records 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.
A 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.
Yes
The Shareholder Communications Policy of the Company states
that the external auditor will attend the AGM and will be available
to answer questions from security holders relevant to the audit.
Page 55 of 64
RECOMMENDATIONS (3RD EDITION)
COMPLY
EXPLANATION
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
A listed entity should:
(a) have a written policy for complying with its continuous
Yes
disclosure obligations under the Listing Rules; and
(b) disclose that policy or a summary of it.
Principle 6: Respect the rights of security holders
The Company has a Disclosure Policy which sets out the process
by which the Company complies with its continuous disclosure
obligations under the Listing Rules.
A copy of the Policy may be viewed on the Company’s website.
Recommendation 6.1
A listed entity should provide information about itself and its
governance to investors via its website.
Recommendation 6.2
A listed entity should design and implement an investor
two-way
relations program
communication with investors.
facilitate effective
to
Recommendation 6.3
A listed entity should disclose the policies and processes it
has in place to facilitate and encourage participation at
meetings of security holders.
Yes
Yes
Yes
The Company’s Corporate Governance Statement, Charters and
Corporate Governance Policies are included on its website.
The Company has a Shareholder Communication policy which is
aimed at facilitating effective two-way communication with
investors. A copy of the Policy can be viewed on the Company’s
website.
The Shareholder Communications Policy sets out the policies and
processes the Company’s has
facilitate and
encourage participation at meetings of security holders.
in place to
Page 56 of 64
Recommendation 6.4
A listed entity should give security holders the option to
receive communications from, and send communications
to, the entity and its security registry electronically.
Yes
the
Shareholder Communications Policy establishes
The
Company’s commitment to receive communications from, and
send communications to, the entity and its security registry
electronically.
Page 57 of 64
RECOMMENDATIONS (3RD EDITION)
COMPLY
EXPLANATION
Principle 7: Recognise and manage risk
Recommendation 7.1
The Board of a listed entity should:
(a) have a committee or committees to oversee risk, each
Yes
of which:
(i)
has at least three members, a majority of whom
are independent Directors; and
(ii)
is chaired by an independent Director,
and disclose:
(iii)
(iv)
(v)
the charter of the committee;
the members of the committee; and
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 process it
employs for overseeing the entity’s risk management
framework.
Recommendation 7.2
The Board or a committee of the Board should:
Yes
(a) review the entity’s risk management framework with
management at least annually to satisfy itself that it
continues to be sound; and
(b) disclose in relation to each reporting period, whether
such a review has taken place.
The Audit and Risk Management Committee has three members
the majority of whom are independent Directors. The Committee
is chaired by an independent Director. A copy of the Committee
Charter may be viewed on the Company website.
The names of the Committee Members are as follows:
• Mr Alex Chow (Chair)
• Mr Russell Shields and
• Mr Justin Fung
The qualifications and experience of the members of the
Committee are set out on the Company’s website and in the
Annual Report. The number of times the committee met
throughout a period and the individual attendances of the
members at those meetings are disclosed in the Annual Report.
The Audit and Risk Management Committee Charter tasks the
Committee with the responsibility for reviewing and monitoring the
Company’s risk management framework to provide assurance
that major business risks are identified, consistently assessed and
appropriately addressed. The Charter requires the Committee to
undertake a
risk management
framework with management (at least once annually) to satisfy
the Company’s
review of
Page 58 of 64
RECOMMENDATIONS (3RD EDITION)
COMPLY
EXPLANATION
Recommendation 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
risk
management and internal control processes.
improving the effectiveness of
its
itself that Aquis Entertainment’s risk management framework
continues to be sound, to determine whether there have been
any changes in the material business risks the entity faces and to
ensure that they remain with the risk appetite set by the Board.
During the year the Audit Committee conducted various risk
reviews of aspects of the operations and completed a review of
the Company’s risk management framework and risk registers.
No
The Company does not, at this stage, have an Internal Audit
function. The Board is of the view that the Company’s’ size and
scale does not currently support an independent internal audit
function. The Board from time to time may utilise external parties
to undertake internal audit control reviews.
framework.
The Audit and Risk Management Committee Charter sets out the
processes the Committee employs to oversee the Company’s risk
operational
management
subsidiary, Casino Canberra Limited, also maintains a robust risk
management framework related to all operational matters as
required under the relevant casino legislation. This includes the
maintenance of a risk register identifying relevant operational risks
and
risk management
procedures where appropriate.
recording proposed
The Company’s
solutions and
Recommendation 7.4
A listed entity should disclose whether it has any material
exposure
social
sustainability risks and, if it does, how it manages or intends
to manage those risks.
to economic, environmental and
Yes
The Company’s exposure to economic, environmental and social
sustainability risks and the way it manages or intends to manage
mitigate those risks is set out in the Annual Report.
Page 59 of 64
RECOMMENDATIONS (3RD EDITION)
COMPLY
EXPLANATION
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
The Board of a listed entity should:
(a) have a remuneration committee which:
(i)
has at least three members, a majority of whom
are independent Directors; and
(ii)
is chaired by an independent Director,
and disclose:
(iii)
(iv)
(v)
the charter of the committee;
the members of the committee; and
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.
The Remuneration and Nomination Committee has
three
members the majority of whom are independent Directors. The
Committee is chaired by an independent Director.
The names of the Committee Members are as follows:
• Mr Russell Shields (Chair)
• Mr Alex Chow
• Mr Justin Fung
A copy of the Committee Charter may be viewed on the
Company website.
The qualifications and experience of the members of the
Committee are set out on the Company’s website and in the
Annual Report. The number of times the committee met
throughout a period and the individual attendances of the
members at those meetings are disclosed in the Annual Report.
Recommendation 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 ensure that the different roles
and responsibilities of non-executive Directors compared to
executive Directors and other senior executives are
Yes
The Remuneration and Nomination Committee is tasked with
developing policies and practices regarding the remuneration of
non-executive Directors and the remuneration of executive
Directors and other senior executives and ensure that the different
roles and responsibilities of non-executive Directors compared to
executive Directors and other senior executives are reflected in
the level and composition of their remuneration.
Page 60 of 64
RECOMMENDATIONS (3RD EDITION)
COMPLY
EXPLANATION
reflected
in
remuneration.
the
level and composition of
their
These policies and practices are disclosed in the Company’s
Annual Report.
Recommendation 8.3
A listed entity which has an equity-based remuneration
scheme should:
Yes
(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.
The Company has established an equity–based remuneration
scheme (Plan). The Plan rules specifically prohibit participants from
entering into transactions (whether through the use of derivatives
or otherwise) which limit the economic risk of participating in the
Plan.
The Company’s Securities Trading Policy also prohibits participants
in any such scheme from entering into transactions (whether
through the use of derivatives or otherwise) which limit the
economic risk of participating in the scheme.
A copy of the Securities Trading Policy can be viewed on the
Company’s website.
Page 61 of 64
SHAREHOLDER INFORMATION AT 26 APRIL 2018
Shareholder Information required by the Australian Securities Exchange Limited (ASX) Listing
Rules and not disclosed elsewhere in the Report is set out below.
1. Twenty Largest Shareholders
Name
No. of Shares
%
AQUIS CANBERRA HOLDINGS (AUS) PTY LTD
163,871,874
88.512%
MR PAUL JOSEPH MANKA
MR THOMAS JON PICKETT
MR HONGHAO SUN
RIVA ADMINISTRATION PTY LTD
TARALAKE PTY LTD
LANDSEC PTY LTD
LIFE IN VERSE PTY LTD
MR DENIS MUDDLE
CHANCERY HOLDINGS PTY LTD
MR JOHN HAMILTON
MRS JODIE LEE MAXTED
CONFIDO SUPERANNUATION PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
MR GARY STANLEY SWIFT & MRS KAYLEEN LESLIE
SWIFT
MR ANTHONY JOHN THOMAS DENNIS & MRS SELINA
JAY DENNIS
MR ROBERT CAMERON GALBRAITH
BARCLAY WELLS LTD
AE ELECTRONICS PTY LTD
ANOUS PTY LIMITED
1,325,079
1,200,000
1,186,000
797,999
790,329
646,800
545,153
500,000
500,000
449,000
437,154
260,000
231,879
0.716%
0.648%
0.641%
0.431%
0.427%
0.349%
0.294%
0.270%
0.270%
0.243%
0.236%
0.140%
0.125%
220,000
0.119%
200,000
200,000
180,000
160,000
140,000
0.108%
0.108%
0.097%
0.086%
0.076%
TOTAL
173,841,267
93.897%
2. Distribution of Shareholders
Quoted Securities
Range
Total Holders
Shares
% Issued Capital
1-1,000
1,001-5,000
5,001-10,000
10,001-100,000
100,001 and above
Totals
5
8
103
353
23
492
1,234
26,170
1,001,486
9,917,893
174,194,267
185,141,050
0.001
0.014
0.541
5.357
94.087
100.000
Page 62 of 64 3. Substantial Shareholders
The number of securities held by substantial shareholders and their associates are set out
below:
Fully paid Ordinary Shares
Name
Number
%
AQUIS CANBERRA HOLDINGS (AUS) PTY LTD
163,871,874
88.512%
4. Voting Rights
Ordinary Shares
Every holder of ordinary shares has the right to receive notices of, to attend and to vote at
general meetings of the Company. On a show of hands every shareholder present at a
meeting in person or by proxy, attorney or representative is entitled to one vote and upon a
poll each share is entitled to one vote.
5. Use of Cash and Convertible Assets
During the period from admission to the official list of the Australian Stock Exchange to the
date of this statement, the Company has used cash and assets readily convertible to cash in
a manner consistent with its business activities. The company is involved in the ownership
and management of gaming and waging assets in Australia.
Page 63 of 64
CORPORATE DIRECTORY
Company
Aquis Entertainment Limited
ABN 48 147 411 881
21 Binara Street
Canberra ACT 2601
www.aquisentertainment.com
Registered Office and Place of Business
21 Binara Street
Canberra ACT 2601
Telephone: +61 2 6257 7074
Facsimilie: +61 2 6257 7079
Directors
Mr Tony Fung (Chairman)
Mr Justin Fung (Non-executive Director)
Mr Alex Chow (independent Non-executive Director)
Mr Russell Shields (Independent Non-executive Director)
Ms Jessica Mellor (Chief Executive Officer & Executive Director)
Company Secretary
Ms Louise Sheppard
Auditors
RSM Australia Partners
GPO Box 200
Canberra ACT 2601
Share Registry
Boardroom Pty Limited
GPO Box 3993
Sydney NSW 2001
Stock Exchange Listing
Australian Securities Exchange Limited
Home Exchange – Melbourne
ASX code: AQS
Page 64 of 64