Appendix 4G

ABN / ARBN:

Financial year ended:

11 113 452 896

30 June 2020

Our corporate governance statement2for the above period above can be found at:3

☒

These pages of our annual report:

24 to 31

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the whole

period above. We have disclosed …

of the period above. We have disclosed …4

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1

A listed entity should disclose:

… the fact that we follow this recommendation:

☐an explanation why that is so in our Corporate Governance

(a)

the respective roles and responsibilities of its board and

☒in our Corporate Governance Statement

Statement OR

management; and

… and information about the respective roles and responsibilities of

☐we are an externally managed entity and this recommendation

(b)

those matters expressly reserved to the board and those

our board and management (including those matters expressly

is therefore not applicable

delegated to management.

reserved to the board and those delegated to management):

☒at page 24 of the Company's Annual Report

1.2

A listed entity should:

… the fact that we follow this recommendation:

☐an explanation why that is so in our Corporate Governance

(a)

undertake appropriate checks before appointing a person, or

☒in our Corporate Governance Statement

Statement OR

putting forward to security holders a candidate for election,

☐we are an externally managed entity and this recommendation

as a director; and

is therefore not applicable

(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.

1.3

A listed entity should have a written agreement with each director

… the fact that we follow this recommendation:

☐an explanation why that is so in our Corporate Governance

and senior executive setting out the terms of their appointment.

☒in our Corporate Governance Statement

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

… the fact that we follow this recommendation:

☐an explanation why that is so in our Corporate Governance

directly to the board, through the chair, on all matters to do with the

☒in our Corporate Governance Statement

Statement OR

proper functioning of the board.

☐we are an externally managed entity and this recommendation

is therefore not applicable

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the whole

period above. We have disclosed …

of the period above. We have disclosed …4

1.5

A listed entity should:

… the fact that we have a diversity policy that complies with

☐an explanation why that is so in our Corporate Governance

(a)

have a diversity policy which includes requirements for the

paragraph (a):

Statement OR

board or a relevant committee of the board to set

☒in our Corporate Governance Statement

☐we are an externally managed entity and this recommendation

measurable objectives for achieving gender diversity and to

is therefore not applicable

assess annually both the objectives and the entity's progress

… and a copy of our diversity policy or a summary of it:

in achieving them;

(b)

disclose that policy or a summary of it; and

☒at www.activex.com.au/about-us/corporate-governance/

(c)

disclose as at the end of each reporting period the

… and the measurable objectives for achieving gender diversity set by

measurable objectives for achieving gender diversity set by

the board or a relevant committee of the board in accordance with our

the board or a relevant committee of the board in accordance

diversity policy and our progress towards achieving them:

with the entity's diversity policy and its progress towards

☒in our Corporate Governance Statement

achieving them and either:

(1) the respective proportions of men and women on the

… and the information referred to in paragraphs (c)(1) or (2):

board, in senior executive positions and across the

☒in our Corporate Governance Statement

whole organisation (including how the entity has defined

"senior executive" for these purposes); or

(2) 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.

1.6

A listed entity should:

… the evaluation process referred to in paragraph (a):

☐an explanation why that is so in our Corporate Governance

(a)

have and disclose a process for periodically evaluating the

☒in our Corporate Governance Statement

Statement OR

performance of the board, its committees and individual

… and the information referred to in paragraph (b):

☐we are an externally managed entity and this recommendation

directors; and

is therefore not applicable

(b)

disclose, in relation to each reporting period, whether a

☒in our Corporate Governance Statement

performance evaluation was undertaken in the reporting

period in accordance with that process.

1.7

A listed entity should:

… the evaluation process referred to in paragraph (a):

☐an explanation why that is so in our Corporate Governance

(a)

have and disclose a process for periodically evaluating the

☒in our Corporate Governance Statement

Statement OR

performance of its senior executives; and

… and the information referred to in paragraph (b):

☐we are an externally managed entity and this recommendation

(b)

disclose, in relation to each reporting period, whether a

☒in our Corporate Governance Statement

is therefore not applicable

performance evaluation was undertaken in the reporting

period in accordance with that process.

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the whole

period above. We have disclosed …

of the period above. We have disclosed …4

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

2.1

The board of a listed entity should:

… the fact that we do not have a nomination committee and the

☒an explanation why that is so in our Corporate Governance

(a)

have a nomination committee which:

processes we employ to address board succession issues and to

Statement

ensure that the board has the appropriate balance of skills,

(1) has at least three members, a majority of whom are

knowledge, experience, independence and diversity to enable it to

independent directors; and

discharge its duties and responsibilities effectively:

(2) is chaired by an independent director,

☒in our Corporate Governance Statement

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.

2.2

A listed entity should have and disclose a board skills matrix

… our board skills matrix:

☒an explanation why that is so in our Corporate Governance

setting out the mix of skills and diversity that the board currently

☐in our Corporate Governance Statement OR

Statement

has or is looking to achieve in its membership.

☐at [insert location]

2.3

A listed entity should disclose:

… the names of the directors considered by the board to be

☐an explanation why that is so in our Corporate Governance

(a) the names of the directors considered by the board to be

independent directors:

Statement

independent directors;

☒in our Corporate Governance Statement

(b) if a director has an interest, position, association or

… and, where applicable, the information referred to in paragraph (b):

relationship of the type described in Box 2.3 but the board

☒in our Corporate Governance Statement

is of the opinion that it does not compromise the

independence of the director, the nature of the interest,

… and the length of service of each director:

position, association or relationship in question and an

☒in our Corporate Governance Statement

explanation of why the board is of that opinion; and

(c)

the length of service of each director.

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the whole

period above. We have disclosed …

of the period above. We have disclosed …4

2.4

A majority of the board of a listed entity should be independent

… the fact that we follow this recommendation:

☒an explanation why that is so in our Corporate Governance

directors.

☐in our Corporate Governance Statement OR

Statement

☐at [insert location]

2.5

The chair of the board of a listed entity should be an independent

… the fact that we follow this recommendation:

☒an explanation why that is so in our Corporate Governance

director and, in particular, should not be the same person as the

☐in our Corporate Governance Statement OR

Statement

CEO of the entity.

☐at [insert location]

2.6

A listed entity should have a program for inducting new directors

… the fact that we follow this recommendation:

☐an explanation why that is so in our Corporate Governance

and provide appropriate professional development opportunities

☒in our Corporate Governance Statement

Statement OR

for directors to develop and maintain the skills and knowledge

☐we are an externally managed entity and this recommendation

needed to perform their role as directors effectively.

is therefore not applicable

PRINCIPLE 3 - ACT ETHICALLY AND RESPONSIBLY

3.1

A listed entity should:

… our code of conduct or a summary of it:

☒an explanation why that is so in our Corporate Governance

(a) have a code of conduct for its directors, senior executives

☐in our Corporate Governance Statement

Statement

and employees; and

(b) disclose that code or a summary of it.

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the whole

period above. We have disclosed …

of the period above. We have disclosed …4

PRINCIPLE 4 - SAFEGUARD INTEGRITY IN CORPORATE REPORTING

4.1

The board of a listed entity should:

… the fact that we do not have an audit committee and the processes

☐an explanation why that is so in our Corporate Governance

(a) have an audit committee which:

we employ that independently verify and safeguard the integrity of our

Statement

corporate reporting, including the processes for the appointment and

(1) has at least three members, all of whom are non-

removal of the external auditor and the rotation of the audit

executive directors and a majority of whom are

engagement partner:

independent directors; and

☒in our Corporate Governance Statement

(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.

4.2

The board of a listed entity should, before it approves the entity's

… the fact that we follow this recommendation:

☐an explanation why that is so in our Corporate Governance

financial statements for a financial period, receive from its CEO

☒in our Corporate Governance Statement

Statement

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.

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the whole

period above. We have disclosed …

of the period above. We have disclosed …4

4.3

A listed entity that has an AGM should ensure that its external

… the fact that we follow this recommendation:

☐an explanation why that is so in our Corporate Governance

auditor attends its AGM and is available to answer questions

☒in our Corporate Governance Statement

Statement OR

from security holders relevant to the audit.

☐we are an externally managed entity that does not hold an

annual general meeting and this recommendation is therefore

not applicable

PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE

5.1

A listed entity should:

… our continuous disclosure compliance policy or a summary of it:

☒an explanation why that is so in our Corporate Governance

(a) have a written policy for complying with its continuous

☐in our Corporate Governance Statement

Statement

disclosure obligations under the Listing Rules; and

(b) disclose that policy or a summary of it.

PRINCIPLE 6 - RESPECT THE RIGHTS OF SECURITY HOLDERS

6.1

A listed entity should provide information about itself and its

… information about us and our governance on our website:

☐an explanation why that is so in our Corporate Governance

governance to investors via its website.

☒at www.activex.com.au/about-us/corporate-governance/

Statement

6.2

A listed entity should design and implement an investor relations

… the fact that we follow this recommendation:

☒an explanation why that is so in our Corporate Governance

program to facilitate effective two-way communication with

☐in our Corporate Governance Statement

Statement

investors.

6.3

A listed entity should disclose the policies and processes it has in

… our policies and processes for facilitating and encouraging

☐an explanation why that is so in our Corporate Governance

place to facilitate and encourage participation at meetings of

participation at meetings of security holders:

Statement OR

security holders.

☒in our Corporate Governance Statement

☐we are an externally managed entity that does not hold

periodic meetings of security holders and this recommendation

is therefore not applicable

6.4

A listed entity should give security holders the option to receive

… the fact that we follow this recommendation:

☐an explanation why that is so in our Corporate Governance

communications from, and send communications to, the entity

☒in our Corporate Governance Statement

Statement

and its security registry electronically.

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the whole

period above. We have disclosed …

of the period above. We have disclosed …4

PRINCIPLE 7 - RECOGNISE AND MANAGE RISK

7.1

The board of a listed entity should:

… the fact that we do not have a risk committee or committees that

☐an explanation why that is so in our Corporate Governance

(a) have a committee or committees to oversee risk, each of

satisfy (a) and the processes we employ for overseeing our risk

Statement

management framework:

which:

(1) has at least three members, a majority of whom are

☒in our Corporate Governance Statement

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.

7.2

The board or a committee of the board should:

… the fact that board or a committee of the board reviews the entity's

☒an explanation why that is so in our Corporate Governance

(a) review the entity's risk management framework at least

risk management framework at least annually to satisfy itself that it

Statement

continues to be sound:

annually to satisfy itself that it continues to be sound; and

(b) disclose, in relation to each reporting period, whether such

☐in our Corporate Governance Statement OR

a review has taken place.

☐at [insert location]

… and that such a review has taken place in the reporting period

covered by this Appendix 4G:

☐in our Corporate Governance Statement OR

☐at [insert location]

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the whole

period above. We have disclosed …

of the period above. We have disclosed …4

7.3

A listed entity should disclose:

… the fact that we do not have an internal audit function and the

☐an explanation why that is so in our Corporate Governance

(a) if it has an internal audit function, how the function is

processes we employ for evaluating and continually improving the

Statement

effectiveness of our risk management and internal control processes:

structured and what role it performs; or

(b) if it does not have an internal audit function, that fact and

☒in our Corporate Governance Statement

the processes it employs for evaluating and continually

improving the effectiveness of its risk management and

internal control processes.

7.4

A listed entity should disclose whether it has any material

… whether we have any material exposure to economic,

☐an explanation why that is so in our Corporate Governance

exposure to economic, environmental and social sustainability

environmental and social sustainability risks and, if we do, how we

Statement

risks and, if it does, how it manages or intends to manage those

manage or intend to manage those risks:

risks.

☒in our Corporate Governance Statement

Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the whole

period above. We have disclosed …

of the period above. We have disclosed …4

PRINCIPLE 8 - REMUNERATE FAIRLY AND RESPONSIBLY

8.1

The board of a listed entity should:

… the fact that we do not have a remuneration committee and the

☐an explanation why that is so in our Corporate Governance

(a) have a remuneration committee which:

processes we employ for setting the level and composition of

Statement

remuneration for directors and senior executives and ensuring that

(1) has at least three members, a majority of whom are

such remuneration is appropriate and not excessive:

independent directors; and

☒in our Corporate Governance Statement

(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.

8.2

A listed entity should separately disclose its policies and

… separately our remuneration policies and practices regarding the

☐an explanation why that is so in our Corporate Governance

practices regarding the remuneration of non-executive directors

remuneration of non-executive directors and the remuneration of

Statement OR

and the remuneration of executive directors and other senior

executive directors and other senior executives:

☐we are an externally managed entity and this recommendation

executives.

☒in our Corporate Governance Statement

is therefore not applicable

8.3

A listed entity which has an equity-based remuneration scheme

… our policy on this issue or a summary of it:

☐an explanation why that is so in our Corporate Governance

should:

☒in our Corporate Governance Statement

Statement OR

(a) have a policy on whether participants are permitted to

☐we do not have an equity-based remuneration scheme and this

enter into transactions (whether through the use of

recommendation is therefore not applicable OR

derivatives or otherwise) which limit the economic risk of

participating in the scheme; and

☐we are an externally managed entity and this recommendation

(b) disclose that policy or a summary of it.

is therefore not applicable