Listed Companies, Stock Exchanges & Capital Markets — Governance Five™ © Non-Operational Governance Guide

In listed and capital-market settings, Governance Five™ © is used as a repeatable non-operational decision-to-delivery flow. It focuses on questions such as:

• How public-interest, shareholder, creditor and stakeholder expectations are expressed in practical governance terms.
• How participation and voice are organised between boards, committees, executive, advisors, investors and affected communities.
• How evidence, risk, scenario analysis and lived experience are aggregated before material decisions and announcements.
• How public claims – including ESG and transition narratives – are grounded in governance evidence and method-origin.

The Governance Five™ Flow is:

• Govern – Clarify non-operational principles, objectives and boundaries (market integrity, fairness, transparency, resilience, long-term value, public interest).
• Engage – Identify who must be heard before major non-operational decisions – boards, committees, investors, lenders, regulators, exchanges, employees, communities – and record how they are engaged.
• Aggregate – Bring together financial and non-financial information, risk and scenario analysis, stakeholder feedback and operational constraints into a clear, documented basis for decisions.
• Deliver – Align governance instruments, disclosures, investor communications, roadshows and market announcements with what was agreed in the Govern / Engage / Aggregate stages.
• Evolve – Use post-implementation reviews, market reactions, enquiries, enforcement outcomes and lived experience to adjust governance settings and document what changed and why.

This flow can be applied at listed-entity, group, business-unit, exchange, index-provider, clearing-house or market-program level. Statutory and regulatory frameworks remain unchanged.

Governance Five™ © is concerned with how non-operational market-relevant decisions are structured, documented and traced – particularly when they affect:

• Public narratives & disclosures – how strategy, risk, ESG and public-value narratives are built and justified.
• Cross-entity arrangements – how groups, joint ventures, alliances and value chains are reflected in governance and market messaging.
• Market trust & integrity – how boards and exchanges respond to emerging expectations around traceability and method-origin.
• High-impact transactions – how major capital raisings, restructures or M&A decisions are governed beyond technical execution.
• Investor, creditor & community expectations – how different interests are engaged and recorded at governance level.

The Governance Five™ Flow – Govern → Engage → Aggregate → Deliver → Evolve™ © – provides a licensed, authored non-operational governance structure that can be referenced without altering statutory duties, listing rules or supervisory powers.

Boards and executive teams of listed entities can apply Governance Five™ to non-operational governance of how they:

• translate purpose, strategy and risk appetite into traceable governance decisions,
• structure engagement with investors, employees, communities and other stakeholders on material issues,
• aggregate financial, non-financial and scenario information before major announcements,
• align market disclosures, ESG statements and roadshow material with governance evidence and method-origin.

Company law, listing rules and disclosure obligations remain the governing frameworks. Governance Five™ provides a non-operational method for organising the decision-to-delivery pathway that sits around them.

Exchanges and listing authorities can use Governance Five™ for non-operational governance around how they:

• set and explain listing standards, disclosure expectations and governance principles,
• engage issuers, investors, intermediaries and regulators on rules and reforms,
• aggregate intelligence from surveillance, inquiries, enforcement actions and market feedback into governance decisions,
• frame public statements about market integrity, resilience and investor protection with traceable method-origin.

Trading rules, surveillance systems and enforcement powers remain defined by law and regulation. Governance Five™ structures the non-operational governance around how those tools are shaped, explained and evolved.

Governance Five™ can help issuers, underwriters and boards govern the non-operational pathway around:

• how strategic rationale, use-of-proceeds and risk factors are framed at governance level,
• how different investor cohorts and affected communities are considered and engaged,
• how scenario analysis, risk assessments and stakeholder feedback are aggregated before disclosure,
• how prospectuses, offering documents, roadshow slides and Q&A narratives link back to governance evidence.

Legal, regulatory and professional requirements for offers and transactions remain fully in force. Governance Five™ focuses on the non-operational governance that shapes how those requirements are applied and explained.

As sustainability and climate-related disclosures expand, Governance Five™ focuses on how non-operational governance supports traceability by helping organisations:

• link climate, ESG and “just transition” commitments to specific governance decisions and evidence sets,
• co-ordinate contributions from finance, risk, sustainability, operations, legal and external advisors,
• document constraints, assumptions, uncertainties and trade-offs in governance records,
• explain changes in targets or narratives over time with reference to adjustments across the five stages.

Governance Five™ does not define ESG metrics or climate-reporting standards. It provides a method-origin governance flow to help issuers demonstrate that forward-looking and non-financial narratives are anchored in traceable decision pathways.

Many listed groups operate through complex structures, cross-listings and extended value chains. Governance Five™ can help boards and leadership teams:

• clarify which entities, markets and stakeholders are affected by key decisions,
• structure non-operational governance forums that bring together different jurisdictions and perspectives,
• aggregate information from subsidiaries, joint ventures, suppliers and partners into governance decisions,
• ensure that consolidated disclosures and market narratives reflect this complexity transparently.

It does not replace consolidation, control or related-party rules. It provides a governance method for how cross-entity realities are recognised and explained.

Market and conduct regulators, enforcement bodies and oversight authorities often ask how key decisions and disclosures were reached. Governance Five™ can complement (not replace) existing expectations by helping organisations:

• make non-operational governance pathways visible and documented before scrutiny occurs,
• trace announcements and public claims back to specific governance decisions and evidence,
• show who was engaged, what information was aggregated and how trade-offs were considered,
• turn findings, undertakings and lessons into documented adjustments across the five stages.

Governance Five™ does not substitute for regulatory, enforcement or court processes. It offers a structured, licensed governance method that can be referenced where appropriate in discussions about traceability, lawful origin and market-integrity narratives.

Governance Five™ can assist committees and internal assurance teams to govern how they:

• structure non-operational discussions about financial statements, ESG reports and key risk disclosures,
• engage with management, internal audit and external auditors on areas of heightened judgement,
• aggregate findings from internal reviews, control testing and external inspections into governance choices,
• link committee minutes, internal assurance work and public claims to a traceable governance pathway.

Committee charters and professional standards remain fully in force. Governance Five™ offers a non-operational governance method to make reasoning and participation more transparent.

About its role

• “We use Governance Five™ © as a non-operational governance framework to organise how decisions, participation and documentation are structured around our existing legal, regulatory, listing and professional obligations.”
• “Governance Five™ helps us show the path from mandate to engagement, aggregation, delivery and learning for decisions and disclosures that affect investors, markets and communities.”
• “It is a licensed governance system, not legal, financial or investment advice. It complements, but does not replace, securities law, listing rules, corporate-governance codes and professional standards.”

About potential non-operational benefits

• “Using Governance Five™ may improve visibility and traceability across complex, multi-entity decisions with market impact.”
• “It can reduce ambiguity about who is involved, when and under what rules in non-operational decisions that shape market disclosures and narratives.”
• “It helps align engagement, evidence and implementation so that non-operational decision pathways are easier to explain to investors, exchanges, regulators and the public.”

About boundaries

• “Governance Five™ does not provide legal, financial, investment, tax, regulatory, audit or listing advice and does not alter statutory duties, listing rules or professional standards.”
• “Decisions of boards, shareholders, exchanges, regulators, courts and oversight bodies remain the responsibility of the appropriate authorities under their governing frameworks.”

These examples are informational only and should always be reviewed by your own legal, regulatory, listing, risk, audit and communications advisors before internal or external use.