Semester 1, 2024: Comparative Analysis of ASX-Listed Companies

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GROUP ASSIGNMENT OF BAP71B
REPORT ON HT&E LIMITED AND FAIRFAX MEDIA

EXECUTIVE SUMMARY
To address the issues prevailing around the culture, trust and values of some listed entities,
The Corporate Governance Principles and recommendations were laid out by the ASX
Corporate Governance Council. It was first introduced in the year 2003 which has its second
and third edition published in the year 2007 and 2014 respectively. The Corporate
Governance Principles and Recommendations are considered to be a world-leading
standard on corporate governance for the listed companies on ASX.
This report has commented and compared the Corporate Governance statements and
practised adopted by Fairfax Media and HT&E Limited with alignment to the Corporate
Governance Principles and Recommendations that have laid out similarities and differences
in both entities’ practises. This has concluded that there is wide importance of corporate
governance which has continued to evolve a wide number of issues and has also laid out
best practices to engage investors and shareholders that has ultimately led to better results
for stakeholders, companies and investors by mitigating the questionable corporate
governance practices.

Table of Contents
EXECUTIVE SUMMARY............................................................................................................. 2
INTRODUCTION........................................................................................................................4
MAIN BODY.............................................................................................................................. 5
CORPORATE GOVERNANCE..................................................................................................5
PURPOSE AND APPLICATION OF PRINCIPLES AND RECOMMENDATION OF CORPORATE
GOVERNANCE.......................................................................................................................5
CORPORATE GOVERNANCE STATEMENT OF HT&E LIMITED................................................5
CORPORATE GOVERNANCE STATEMENT OF FAIRFAX MEDIA..............................................6
COMPARISON ON CORPORATE GOVERNANCE OF FAIRFAX AND HT&E LTD........................7
CONCLUSION AND RECOMMENDATIONS................................................................................9
REFERENCES........................................................................................................................... 10
APPENDIX............................................................................................................................... 12

INTRODUCTION
This report aims to comment and provide a comparison of the two listed companies on ASX
namely Fairfax Media and HT&E Limited regarding the corporate governance structure
followed by them and to the level of the extent they apply the Corporate Governance
Principles and Recommendations.
HT&E Limited is considered to be one of Australia's leading audio and radio businesses that
are recognised across the country. It is a leading owner of Australia's leading national
metropolitan radio networks that generates high profits and cash (HT&E Limited 2018).
Fairfax Media is considered to be a media company in Australia that serves New Zealand as
well. The product catered by it includes the radio, magazines, websites and newspapers.
Fairfax Media has a strong portfolio of marketing services, spanning media, real estate
services, entertainment and data and so on which helps it to serve the contemporary media
sector (Fairfax Media 2018).
For the same, the Annual Reports of both listed companies for the year ending 2018 will be
reviewed and the disclosure on corporate governance of both companies will be lent
insights.

MAIN BODY
CORPORATE GOVERNANCE
Council (2010) stated that Corporate Governance is a framework of the relationships,
systems, rules and processes that describes which authority is exercised and controlled
within the control of corporations (Farrar 2005). It is a mechanism that encompasses the
control and accountability of the companies. It was further added that through good
corporate governance the investor’s confidence is bolstered which emerges as a crucial
aspect for the entities listed on ASX so that they can compete for capital (Miglani, Ahmed
and Henry 2015).
PURPOSE AND APPLICATION OF PRINCIPLES AND RECOMMENDATION OF
CORPORATE GOVERNANCE
Council (2010) presented a convincing argument regarding the purpose of the Principles and
Recommendations of corporate governance practices as it lay out many recommendations
and principles for the entities listed over ASX on the basis of their history, corporate culture,
size, complexities and a range of factors that can be adopted by these entities (Du Plessis,
Hargovan and Harris 2018).
The application of the Principles and Recommendations is for all entities that are officially
listed on ASX listing irrespective of the legal form taken by them or their establishment in
Australia or anywhere (Tricker and Tricker 2015). The structure of the Principles and
Recommendations are structured to promote the eight central principles (Attached in
Appendix).
CORPORATE GOVERNANCE STATEMENT OF HT&E LIMITED
A good corporate governance practice is adopted by the Board of HT&E that has high
commitment to standards of legislative compliance and ethical behaviour (HT&E 2019). The
focus is laid by HT&E to protect the rights and interests of the shareholders. And it also
endorses best practice recommendations that are established by the ASX Corporate
Governance Council for its entire reporting period and is not changed unless specified or
indicated in its Corporate Governance Statement (Miglani, Ahmed and Henry 2015).

HT&E Ltd. ensures in its policies and procedures the Whistle-blower policy which allows its
people to raise the concerns without fear and this policy aims to facilitate the disclosure of
the questionable practices (HT&E 2019). This is covered under principle 3 ‘Instil a culture of
ethical, responsible and lawful actions’ which recommends under recommendation 3.3
where the listed companies need to live up to the values and encourages the employees to
speak up about any unlawful (Tricker and Tricker 2015).
HT&E limited also endorses the principle 1 which lay foundations for the oversight and
management. Under this principle, recommendation 1.3 allows HT&E ltd to comply with its
key corporate policies which decides the code of conduct covering the restriction on dealing
in the company’s securities (HT&E 2019).
Principle 7 i.e. ‘Recognise and manage risk’ HT&E is highly committed to the proactive,
consistent and effective management and monitoring of the risk across the business
divisions of HT&E group (Tricker and Tricker 2015). This leads to ensuring the enhanced
shareholder value and thus facilitate the consistent approach to risk management and
reporting.
HT&E has a market disclosure policy in its corporate governance which ensures timely and
full disclosure of the activities to the market and shareholders in alignment to the regulatory
and legal obligations (HT&E 2019). This is covered under principle 5 ‘make timely and
balanced disclosure'.
CORPORATE GOVERNANCE STATEMENT OF FAIRFAX MEDIA
In consistency with the 3rd edition published by ASX Corporate Governance Council Fairfax
Media has a corporate governance framework that has under it few practices which include
the Shareholder Communications, Policy on Market Disclosures and Risk Management
Policy (Miglani, Ahmed and Henry 2015).
One of the Corporate Governance practices that are practised by Fairfax Group follows
principle 6 i.e. ‘Respect the rights of security holders’ under which it encourages timely
communication with shareholders and it also operates investor relationships programs that
allow two-way communications under recommendation 6.2 (Council, 2007). This helps

Fairfax to render reasonable opportunities for shareholders to ask questions and comment
on matters that are relevant to the company (Fairfax Media 2018).
The practice of Policy on Market Disclosure practised by Fairfax falls under principle 5
namely ‘Makes timely and balanced disclosure’. Fairfax follows recommendation 5.1 where
it discloses a written policy for complying with disclosure obligations under listing rule 3.1. It
discloses immediately to ASX any information which is expected to have a material effect on
the value of its securities or the price (Miglani, Ahmed and Henry 2015).
Fairfax also is committed to creating a fair workplace that reflects the diversity of
communities under principle 1 of the Corporate Governance principles & recommendations.
The recommendation 1.5 points out that it needs to have and disclose the diversity policy
(Tricker and Tricker 2015). For the same Fairfax recognises the importance of the employees
and thus it encourages diversity which enhances innovation and supports retention.
COMPARISON ON CORPORATE GOVERNANCE OF FAIRFAX AND HT&E LTD
Fairfax Media and HT&E ltd have considerably adopted a corporate governance framework
that aligns with the ASX Corporate Governance Council Principles and Recommendations.
When compared the corporate governance statement of both listed companies it is evident
that both the companies adopt the practices and principles that are laid out by ASX
Corporate Governance Council and follows their recommendations.
The major practices that are adopted by Fairfax Media include the Shareholder
Communication, Market Disclosure, Securities Trading Policy and Risk Management Policy
(Fairfax Media 2018). However, HT&E Limited emerges to be adopting the policies and
principles under Whistleblower, fraud and diversity policies apart from the ones that are
also endorsed by Fairfax Media such as market disclosure, risk management and securities
trading policies (HT&E Limited 2018).
The Market Disclosures are made by Fairfax Media on behalf of a company to the ASX,
investors, media and analysts which help in safeguarding the premature exposure of the
information which is confidential (Fairfax Media 2018). On another hand, at HT&E Ltd the
disclosures are made by the employees to the Disclosure Officer related to any price-

sensitive information if they have any doubt about the same that it should be disclosed to
market (HT&E 2019).
Trading in a company securities policy is also adopted by both listed companies which
ensure trading in a fully informed market. Fairfax sets out a blackout period when no trading
is undertaken in absence of full information of the market. On the other hand, HT&E Limited
imposes some trading restrictions on its employees and its related companies with price-
sensitive information (HT&E Limited 2018).
Comparing the corporate governance practise of Diversity both the listed entities are
committed to creating the workplace which reflects the diversity of communities
(Christensen et al., 2015). Fairfax is highly committed to operating in a workplace which is
fair in values and it respects and encourages the diversity of its suppliers, board members,
customers and employees. In 2018 Fairfax targets both males and females hold at least 40%
of the senior positions till the year 2021 desiring for an equitable position (Fairfax Media
2018). However, HT&E to meet its strategic objectives develops and manage the approaches
to diversity by rendering an environment similar to that of Fairfax media filled with respect,
values and richness of diversity across its employees. Its emphasis on equal pay to its
employees for the same position and experience and promotes programs of diversity ( HT&E
2019). Both the listed entities review its policies on a timely basis to ensure compliance
with the conformity and applicable law of the industry practices (Christensen et al., 2015).

CONCLUSION AND RECOMMENDATIONS
Thus it can be connoted from above comparison and discussion that good corporate
governance can lead to outstanding results for the entities, investors, stakeholders and
companies which is ensured by mitigating the questionable aspect of corporate governance
practises. Through effective management, the two-way communication has been ensured
with the investors and directors regarding the public information on the performance, non-
financial and financial conditions that can foster timely changes in the corporate initiatives
and strategies in an effective and timely manner (Christensen et al., 2015). Through these
corporate governance principles and recommendations, corporate transparency is also
ensured through effective market and risk disclosure and control.
For Fairfax Media and HT&E Limited, it is thereafter recommended that they should timely
review their corporate governance statements to capture the opportunities which
demonstrate that there management and board are alive and communicate with the
security holders effectively (Eastwell and Grundy 2019). They should recognise their
principles and bring in about the changes in the practices by informing timely to the ASX
Corporate Governance Council.

REFERENCES
CFA Institute 2018, THE CORPORATE GOVERNANCE OF LISTED COMPANIES, Viewed 30 July
2019, (https://www.cfainstitute.org/-/media/documents/article/position-paper/corporate-
governance-of-listed-companies-3rd-edition.ashx)
1648
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Christensen, J., Kent, P., Routledge, J. and Stewart, J. 2015, Do corporate governance
recommendations improve the performance and accountability of small listed companies?.
Accounting & Finance, 55(1), pp.133-164.
Council, A.C.G. 2007, Corporate governance principles and recommendations.
Council, A.C.G. 2010, Corporate governance principles and recommendations with 2010
amendments. Australian Securities Exchange, Sydney.
Du Plessis, J.J., Hargovan, A. and Harris, J. 2018, Principles of contemporary corporate
governance. Cambridge University Press.
Eastwell, M. and Grundy, M. 2019, The age of compliance: is your company ready to adopt
the new ASX Corporate Governance Principles and Recommendations?, Viewed 30 July
2019, (https://www.effectivegovernance.com.au/the-age-of-compliance-is-your-company-
ready-to-adopt-the-new-asx-corporate-governance-principles-and-recommendations/)
Fairfax Media 2018, Annual Report 2018, Viewed 30 July 2019,
(https://www.fairfaxmedia.com.au/ArticleDocuments/193/2018%20FXJ%20Annual
%20Report_FINAL_14AUG2018.pdf.aspx?Embed=Y)
Farrar, J.H. 2005, Corporate governance: theories, principles and practice (Vol. 2).
Melbourne: Oxford University Press.
HT&E 2019, Corporate Governance. Viewed 30 July 2019,
(http://www.htande.com.au/corporate-governance)

HT&E 2019, DIVERSITY POLICY, Viewed 28 July 2019,
(http://www.htande.com.au/media/1224/hte-diversity-policy-updated-feb-17-hte-logo.pdf)
HT&E 2019, RISK MANAGEMENT POLICY, Viewed 28 July 2019,
(http://www.htande.com.au/media/1220/hte-risk-management-policy-updated-feb-17-hte-
logo.pdf)
HT&E 2019, Whistle blower Policy. Viewed 25 July 2019,
(http://www.htande.com.au/media/1222/hte-whistleblower-policy-updated-feb-17-hte-
logo.pdf)
HT&E Limited 2018, Annual Report 2018, Viewed 30 July 2019,
(http://www.htande.com.au/media/1247/20190213-5-2018-hte-annual-report.pdf)
Miglani, S., Ahmed, K. and Henry, D. 2015, Voluntary corporate governance structure and
financial distress: Evidence from Australia. Journal of Contemporary Accounting &
Economics, 11(1), pp.18-30.
Tricker, R.B. and Tricker, R.I. 2015, Corporate governance: Principles, policies, and practices.
Oxford University Press, USA.

APPENDIX