Appendix 4G and Corporate Governance Statement

Rules 4.7.3 and 4.10.3

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

1.5

A listed entity should:

in our Corporate Governance Statement AND

set out in our Corporate Governance Statement OR

(a) have and disclose a diversity policy;

and we have disclosed the information referred to in paragraph (c) at:

https://www.aviraresourcesltd.com.au/corporate-

governance

(b) through its board or a committee of the board set measurable

☐ we are an externally managed entity and this recommendation

objectives for achieving gender diversity in the composition of

its board, senior executives and workforce generally; and

is therefore not applicable

1.6

A listed entity should:

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

☐ set out in our Corporate Governance Statement OR

(a) have and disclose a process for periodically evaluating the

in our Corporate Governance Statement AND

☐ we are an externally managed entity and this recommendation

performance of the board, its committees and individual

detailed

at

directors; and

is therefore not applicable

https://www.aviraresourcesltd.com.au/corporate-

(b) disclose for each reporting period whether a performance

governance

evaluation has been undertaken in accordance with that

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

process during or in respect of that period.

in our Corporate Governance Statement AND

detailed at

https://www.aviraresourcesltd.com.au/corporate-

governance

Rules 4.7.3 and 4.10.3

Corporate Governance Council recommendation

Where a box below is ticked,4

we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

1.7

A listed entity should:

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

☐ set out in our Corporate Governance Statement OR

(a) have and disclose a process for evaluating the performance

in our Corporate Governance Statement AND

☐ we are an externally managed entity and this recommendation

of its senior executives at least once every reporting period;

detailed

at

and

is therefore not applicable

https://www.aviraresourcesltd.com.au/corporate-

(b) disclose for each reporting period whether a performance

governance

evaluation has been undertaken in accordance with that

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

process during or in respect of that period.

in our Corporate Governance Statement AND

detailed at

https://www.aviraresourcesltd.com.au/corporate-

governance

Rules 4.7.3 and 4.10.3

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

2.3

A listed entity should disclose:

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

☐ set out in our Corporate Governance Statement

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

independent directors:

independent directors;

at

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

https://www.aviraresourcesltd.com.au/corporate-

governance and, where applicable, the information referred to in

relationship of the type described in Box 2.3 but the board

paragraph (b):

is of the opinion that it does not compromise the

detailed in the Company's 2020 Annual Report

independence of the director, the nature of the interest,

position or relationship in question and an explanation of

… and the length of service of each director:

why the board is of that opinion; and

in our Corporate Governance Statement AND

(c) the length of service of each director.

detailed in the Company's 2020 Annual Report

2.4

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

in our Corporate Governance Statement AND

☐ set out in our Corporate Governance Statement OR

directors.

detailed at

☐ we are an externally managed entity and this recommendation

https://www.aviraresourcesltd.com.au/corporate-

governance

is therefore not applicable

2.5

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

in our Corporate Governance Statement AND

☐ set out in our Corporate Governance Statement OR

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

detailed at

☐ we are an externally managed entity and this recommendation

CEO of the entity.

https://www.aviraresourcesltd.com.au/corporate-

governance

is therefore not applicable

2.6

A listed entity should have a program for inducting new directors

in our Corporate Governance Statement AND

☐ set out in our Corporate Governance Statement OR

and for periodically reviewing whether there is a need for existing

detailed at

☐ we are an externally managed entity and this recommendation

directors to undertake professional development to maintain the

https://www.aviraresourcesltd.com.au/corporate-

skills and knowledge needed to perform their role as directors

governance

is therefore not applicable

effectively.

PRINCIPLE 3 - INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY

3.1

A listed entity should articulate and disclose its values.

in our Corporate Governance Statement AND

☐ set out in our Corporate Governance Statement

detailed at

https://www.aviraresourcesltd.com.au/corporate-

governance

3.2

A listed entity should:

in our Corporate Governance Statement AND

☐ set out in our Corporate Governance Statement

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

detailed at

executives and employees; and

https://www.aviraresourcesltd.com.au/corporate-

(b) ensure that the board or a committee of the board is

governance

informed of any material breaches of that code.

Rules 4.7.3 and 4.10.3

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

3.3

A listed entity should:

in our Corporate Governance Statement AND

☐ set out in our Corporate Governance Statement

(a) have and disclose a whistleblower policy; and

detailed at

(b) ensure that the board or a committee of the board is

https://www.aviraresourcesltd.com.au/corporate-

governance

informed of any material incidents reported under that

policy.

3.4

A listed entity should:

in our Corporate Governance Statement AND

☐ set out in our Corporate Governance Statement

(a) have and disclose an anti-bribery and corruption policy;

detailed at

and

https://www.aviraresourcesltd.com.au/corporate-

(b) ensure that the board or committee of the board is informed

governance

of any material breaches of that policy.

Rules 4.7.3 and 4.10.3

Corporate Governance Council recommendation

Where a box below is ticked,4

we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE

5.1

A listed entity should have and disclose a written policy for

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

☐ set out in our Corporate Governance Statement

complying with its continuous disclosure obligations under listing

in our Corporate Governance Statement AND

rule 3.1.

detailed at

https://www.aviraresourcesltd.com.au/corporate-

governance

5.2

A listed entity should ensure that its board receives copies of all

in our Corporate Governance Statement AND

☐ set out in our Corporate Governance Statement

material market announcements promptly after they have been

detailed at

made.

https://www.aviraresourcesltd.com.au/corporate-

governance

5.3

A listed entity that gives a new and substantive investor or

in our Corporate Governance Statement AND

☐ set out in our Corporate Governance Statement

analyst presentation should release a copy of the presentation

detailed at

materials on the ASX Market Announcements Platform ahead of

https://www.aviraresourcesltd.com.au/corporate-

the presentation.

governance

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:

☐ set out in our Corporate Governance Statement

governance to investors via its website.

detailed at

https://www.aviraresourcesltd.com.au/corporate-

governance

6.2

A listed entity should have an investor relations program that

… the fact that we follow this recommendation

☐ set out in our Corporate Governance Statement

facilitates effective two-way communication with investors.

in our Corporate Governance Statement AND

detailed

at

https://www.aviraresourcesltd.com.au/corporate-

governance

6.3

A listed entity should disclose how it facilitates and encourages

… our policies and processes for facilitating and encouraging

☐ set out in our Corporate Governance Statement

participation at meetings of security holders.

participation at meetings of security holders:

in our Corporate Governance Statement AND

detailed at

https://www.aviraresourcesltd.com.au/corporate-

governance

6.4

A listed entity should ensure that all substantive resolutions at a

in our Corporate Governance Statement AND

☐ set out in our Corporate Governance Statement

meeting of security holders are decided by a poll rather than by

detailed at

a show of hands.

https://www.aviraresourcesltd.com.au/corporate-

governance

9

Rules 4.7.3 and 4.10.3

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

6.5

A listed entity should give security holders the option to receive

… the fact that we follow this recommendation

☐ set out in our Corporate Governance Statement

communications from, and send communications to, the entity

in our Corporate Governance Statement AND

and its security registry electronically.

detailed

at

https://www.aviraresourcesltd.com.au/corporate-

governance

PRINCIPLE 7 - RECOGNISE AND MANAGE RISK

7.1

The board of a listed entity should:

[If the entity complies with paragraph (a):]

☐ set out in our Corporate Governance Statement

which:

that comply with paragraphs (1) and (2):

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

in our Corporate Governance Statement

independent directors; and

… and a copy of the charter of the committee:

(2) is chaired by an independent director,

at https://www.aviraresourcesltd.com.au/corporate-

and disclose:

governance

(3) the charter of the committee;

… and the information referred to in paragraphs (4) and (5):

(4) the members of the committee; and

in our Corporate Governance Statement

(5) as at the end of each reporting period, the number of

[If the entity complies with paragraph (b):]

times the committee met throughout the period and

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

the individual attendances of the members at those

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

meetings; or

management framework:

(b) if it does not have a risk committee or committees that

in our Corporate Governance Statement AND

satisfy (a) above, disclose that fact and the processes it

detailed at

employs for overseeing the entity's risk management

https://www.aviraresourcesltd.com.au/corporate-

framework.

governance

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

☐ set out in our Corporate Governance Statement

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

risk management framework at least annually to satisfy itself that it

continues to be sound:

annually to satisfy itself that it continues to be sound and

that the entity is operating with due regard to the risk

in our Corporate Governance Statement AND

appetite set by the board; and

detailed at

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

https://www.aviraresourcesltd.com.au/corporate-

a review has taken place.

governance

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

covered by this Appendix 4G:

in our Corporate Governance Statement AND

detailed at

https://www.aviraresourcesltd.com.au/corporate-

governance

Rules 4.7.3 and 4.10.3

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

7.3

A listed entity should disclose:

[If the entity complies with paragraph (a):]

☐ set out in our Corporate Governance Statement

structured and what role it performs; or

performs:

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

in our Corporate Governance Statement OR

the processes it employs for evaluating and continually

at [insert location]

improving the effectiveness of its governance, risk

[If the entity complies with paragraph (b):]

management and internal control processes.

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

processes we employ for evaluating and continually improving the

effectiveness of our risk management and internal control processes:

in our Corporate Governance Statement AND

detailed at

https://www.aviraresourcesltd.com.au/corporate-

governance

7.4

A listed entity should disclose whether it has any material

… whether we have any material exposure to economic,

☐ set out in our Corporate Governance Statement

exposure to environmental or social risks and, if it does, how it

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

manages or intends to manage those risks.

manage or intend to manage those risks:

in our Corporate Governance Statement AND

detailed at

https://www.aviraresourcesltd.com.au/corporate-

governance

Rules 4.7.3 and 4.10.3

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

PRINCIPLE 8 - REMUNERATE FAIRLY AND RESPONSIBLY

8.1

The board of a listed entity should:

[If the entity complies with paragraph (a):]

☐ set out in our Corporate Governance Statement OR

(a) have a remuneration committee which:

… the fact that we have a remuneration committee that complies with

☐ we are an externally managed entity and this recommendation

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

paragraphs (1) and (2):

is therefore not applicable

independent directors; and

in our Corporate Governance Statement

(2) is chaired by an independent director,

… and a copy of the charter of the committee:

and disclose:

at https://www.aviraresourcesltd.com.au/corporate-

(3) the charter of the committee;

governance

… and the information referred to in paragraphs (4) and (5):

(4) the members of the committee; and

in our Corporate Governance Statement

(5) as at the end of each reporting period, the number of

[If the entity complies with paragraph (b):]

times the committee met throughout the period and

the individual attendances of the members at those

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

meetings; or

processes we employ for setting the level and composition of

(b) if it does not have a remuneration committee, disclose that

remuneration for directors and senior executives and ensuring that

fact and the processes it employs for setting the level and

such remuneration is appropriate and not excessive:

composition of remuneration for directors and senior

in our Corporate Governance Statement AND

executives and ensuring that such remuneration is

detailed at

appropriate and not excessive.

https://www.aviraresourcesltd.com.au/corporate-

governance

8.2

A listed entity should separately disclose its policies and

… separately our remuneration policies and practices regarding the

☐ set out in our Corporate Governance Statement OR

practices regarding the remuneration of non-executive directors

remuneration of non-executive directors and the remuneration of

☐ we are an externally managed entity and this recommendation

and the remuneration of executive directors and other senior

executive directors and other senior executives:

executives.

in our Corporate Governance Statement OR

is therefore not applicable

at https://www.aviraresourcesltd.com.au/corporate-

governance

8.3

A listed entity which has an equity-based remuneration scheme

☐

in our Corporate Governance Statement OR

should:

and we have disclosed our policy on this issue or a summary of it at:

at https://www.aviraresourcesltd.com.au/corporate-

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

governance

………………………………………………………………………

into transactions (whether through the use of derivatives or

[insert location]

otherwise) which limit the economic risk of participating in

the scheme; and

Rules 4.7.3 and 4.10.3

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES

9.1

A listed entity with a director who does not speak the language

☐

☐ set out in our Corporate Governance Statement OR

in which board or security holder meetings are held or key

and we have disclosed information about the processes in place at:

☐ we do not have a director in this position and this

corporate documents are written should disclose the processes

it has in place to ensure the director understands and can

………………………………………………………………………

recommendation is therefore not applicable OR

contribute to the discussions at those meetings and understands

[insert location]

☐ we are an externally managed entity and this recommendation

and can discharge their obligations in relation to those

documents.

is therefore not applicable

9.2

A listed entity established outside Australia should ensure that

☐

☐ set out in our Corporate Governance Statement OR

meetings of security holders are held at a reasonable place and

☐ we are established in Australia and this recommendation is

time.

therefore not applicable OR

☐ we are an externally managed entity and this recommendation

is therefore not applicable

9.3

A listed entity established outside Australia, and an externally

☐

☐ set out in our Corporate Governance Statement OR

managed listed entity that has an AGM, should ensure that its

☐ we are established in Australia and not an externally managed

external auditor attends its AGM and is available to answer

questions from security holders relevant to the audit.

listed entity and this recommendation is therefore not applicable

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

and this recommendation is therefore not applicable

ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES

-

Alternative to Recommendation 1.1 for externally managed listed

☐

☐ set out in our Corporate Governance Statement

entities:

and we have disclosed the information referred to in paragraphs (a)

The responsible entity of an externally managed listed entity

and (b) at:

should disclose:

……………………………………………………………………………..

(a) the arrangements between the responsible entity and the

[insert location]

listed entity for managing the affairs of the listed entity; and

(b) the role and responsibility of the board of the responsible

entity for overseeing those arrangements.

-

Alternative to Recommendations 8.1, 8.2 and 8.3 for externally

☐

☐ set out in our Corporate Governance Statement

managed listed entities:

and we have disclosed the terms governing our remuneration as

An externally managed listed entity should clearly disclose the

manager of the entity at:

terms governing the remuneration of the manager.

……………………………………………………………………………..

[insert location]

13

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

Principle 1: Lay solid foundations for management and oversight

Recommendation 1.1

The Company has adopted a Board Charter that sets out the specific

A listed entity should have and disclose a charter which sets

YES

roles and responsibilities of the Board, the Chair and management and

includes a description of those matters expressly reserved to the Board

out:

and those delegated to management.

(a) the respective roles and responsibilities of the Board,

The Board Charter sets out

the specific responsibilities of the Board,

the Chair and management, and

requirements as to the Board's composition, the roles and responsibilities

(b) those matters expressly reserved to the Board and

of the Chairman and Company Secretary, the establishment, operation

those delegated to management.

and management of Board Committees, Directors' access to Company

records and information, details of the Board's relationship with

management, details of the Board's performance review and details of

the Board's disclosure policy.

A copy of the Company's Board Charter, which is part of the Company's

Corporate Governance Plan, is available on the Company's website.

1

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

Recommendation 1.2

(a)

The Company has guidelines for the appointment and selection of

A listed entity should:

YES

the Board

in its Corporate Governance Plan. The Company's

Nomination Committee Charter (in the Company's Corporate

(a)

undertake appropriate checks before appointing a

Governance Plan) requires the Nomination Committee (or, in its

director or senior executive or putting someone

absence, the Board) to ensure appropriate checks (including checks

forward for election as a director; and

in respect of character, experience, education, criminal record and

(b)

provide security holders with all material information

bankruptcy

history (as

appropriate)) are

undertaken before

appointing

a person, or

putting forward to

security holders a

relevant to a decision on whether or not to elect or re-

candidate for election, as a Director.

elect a Director.

(b)

Under the Nomination Committee Charter, all material information

relevant to a decision on whether or not to elect or re-elect a

Director must be provided to security holders in the Notice of

Meeting containing the resolution to elect or re-elect a Director.

(c)

The Company provides a detailed biography for each director being

put forward for election or re-election as a director. The biography

contains details of relevant qualifications and experience that

demonstrate that the individual is suitable for election to the Board.

Recommendation 1.3

The Company's Nomination Committee Charter requires the Nomination

A listed entity should have a written agreement with each

YES

Committee (or, in its absence, the Board) to ensure that each Director

and senior executive is a party to a written agreement with the Company

Director and senior executive setting out the terms of their

which sets out

the terms of that Director's or

senior executive's

appointment.

appointment.

The Company has written agreements with each of its Directors and

senior executives.

Recommendation 1.4

The Board Charter outlines the roles, responsibility and accountability of

The

company secretary of a listed entity should be

YES

the Company Secretary. In accordance with this, the Company

Secretary is accountable directly to the Board, through the Chair, on all

accountable directly to the Board, through the Chair, on all

matters to do with the proper functioning of the Board.

matters to do with the proper functioning of the Board.

The company currently engages an external Company Secretary and

the responsibility for the oversight and management of the contract lies

with the Chair and the Board.

2

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

Recommendation 1.5

(a) The Company has not adopted a Diversity Policy which provides a

A listed entity should:

NO

framework for the Company to establish and achieve measurable

diversity objectives, including in respect of gender diversity. The

(a) have and disclose a diversity policy;

Board will review a proposed Diversity Policy which allows the Board

(b) through its board or a committee of the board set

to

set measurable gender diversity objectives, if considered

appropriate, and to assess annually both the objectives if any have

measurable objectives for achieving gender diversity in the

been set and the Company's progress in achieving them.

composition of its board, senior executives and workforce

generally; and

(b) The Diversity Policy will be made available, as part of the Corporate

(c) disclose in relation to each reporting period:

Governance Plan, on the Company's website once implemented.

(1) the measurable objectives set for that period to

(c)

achieve gender diversity;

(i) The Board does not intend to set measurable gender diversity

(2) the entity's progress towards achieving those

objectives because:

objectives; and

- the Board acknowledges that new Directors or senior

(3) either:

executives would be required to complement the nature of

the Company's proposed activities and ensure that the

(A) the respective proportions of men and women

existing Directors and proposed Directors and senior

on the board, in senior executive positions and

executives have sufficient skill and experience to carry out

across the whole workforce (including how the

the Company's plans; and

entity has defined "senior executive" for these

- if it becomes necessary to appoint any new Directors or

purposes); or

senior executives, the Board considered the application of

- (B) if the entity is a "relevant employer" under

a measurable gender diversity objective requiring a

the Workplace Gender Equality Act, the entity's

specified proportion of women on the Board and in senior

most recent "Gender Equality Indicators", as

executive roles will, given the small size of the Company and

defined in and published under that Act.31

the Board, unduly limit the Company from applying the

Diversity Policy as a whole and the Company's policy of

appointing based on skills and merit: and

(ii) 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) for each financial year will be disclosed in the

Company's Annual Report.

Recommendation 1.6

(a) The Board, in the absence of a Nomination Committee, is responsible

for evaluating the performance of the Board, its committees and

3

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

A listed entity should:

YES

individual Directors on an annual basis. It may do so with the aid of

(a) have and disclose a process for periodically evaluating

an

independent advisor. The

process for this

is set out

in the

Company's Corporate Governance Plan, which is available on the

the performance of the Board, its committees and

Company's website.

individual Directors; and

(b) disclose, for

each reporting

period, whether

a

(b) The Company's Corporate Governance Plan requires the Company

to

disclose whether or not

performance

evaluations

were

performance

evaluation has

been undertaken

in

conducted during the relevant reporting period. The Company

accordance with that process during or in respect

intends to complete performance evaluations in respect of the

ofthat reporting period.

Board, its committees (if any) and individual Directors for the each

financial year in accordance with the above process.

Recommendation 1.7

(a) The Board, in the absence of a Nomination Committee is responsible

A listed entity should:

YES

for evaluating the performance of the Company's senior executives

on an annual basis. The Board, in the absence of a Remuneration

(a) have and disclose a process for evaluating the

Committee is responsible for evaluating the remuneration of the

performance of its senior executives at least once every

Company's senior executives on an annual basis. A senior executive,

reporting period; and

for these purposes, means Key Management Personnel (as defined

(b) disclose for each reporting period whether a

in the Corporations Act) other than a non-executive Director.

performance evaluation has been undertaken in

The applicable processes for these evaluations can be found in the

accordance with that process during or in respect of

Company's Corporate Governance Plan, which is available on the

that period.

Company's website.

(b) The Company's Corporate Governance Plan requires the Company

to disclose whether or not performance evaluations were

conducted during the relevant reporting period. The Company

intends to complete performance evaluations in respect of the

senior executives for each financial year in accordance with the

applicable processes. The outline of the process followed for

evaluating the performance of the Board will be included in the

Company's annual report.

Principle 2: Structure the Board to add value

Recommendation 2.1

(a) The Company does not currently have a Nomination Committee. The

The Board of a listed entity should:

NO

Company's Nomination Committee Charter provides for the creation

of a Nomination Committee (if it is considered it will benefit the

(a) have a nomination committee which:

Company), with at least three members, a majority of whom are

4

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

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

independent Directors, and which must be chaired by an

independent Directors; and

independent Director.

(ii) is chaired by an independent Director,

(b) The Company does not have a Nomination Committee as the Board

and disclose:

considers, that due to the size of the Board and the nature of the

Company's activities, the Company will not currently benefit from its

(iii) the charter of the committee;

establishment. In accordance with the Company's Board Charter,

(iv) the members of the committee; and

the Board carries out the duties that would ordinarily be carried out

by the Nomination Committee under the Nomination Committee

(v) as at the end of each reporting period, the number

Charter, including the following processes to address succession

of times the committee met throughout the period

issues and to ensure the Board has the appropriate balance of skills,

and the individual attendances of the members at

experience, independence and knowledge of the entity to enable it

those meetings; or

to discharge its duties and responsibilities effectively:

(b) if it does not have a nomination committee, disclose

(i) devoting time at least annually to discuss Board succession issues

that fact and the processes it employs to address

and updating the Company's Board skills matrix; and

Board succession issues and to ensure that the Board

(ii) all Board members being involved in the Company's nomination

has the appropriate balance of skills, experience,

process, to the

maximum extent permitted under the

independence and knowledge of the entity to enable

Corporations Act and ASX Listing Rules.

it to discharge its duties and responsibilities effectively.

Recommendation 2.2

Under the Nomination Committee Charter (in the Company's Corporate

A listed entity should have and disclose a Board skill matrix

YES

Governance Plan), the Nomination Committee (or, in its absence, the

Board) is required to prepare a Board skill matrix setting out the mix of skills

setting out the mix of skills and diversity that the Board

and diversity that the Board currently has (or is looking to achieve) and to

currently has or is looking to achieve in its membership.

review this at least annually against the Company's Board skills matrix to

ensure the appropriate mix of skills and expertise is present to facilitate

successful strategic direction.

The Company has a Board skill matrix setting out the mix of skills and

diversity that the Board currently has or is looking to achieve in its

membership.

The Board Charter requires the disclosure of each Board member's

qualifications and expertise. Full details as to each Director and senior

executive's relevant skills and experience are available on the

Company's website.

5

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

Recommendation 2.3

(a)

The Board Charter requires the disclosure of the names of Directors

A listed entity should disclose:

YES

considered by the Board to be independent. The Company will

disclose those Directors it considers to be independent on its ASX

(a) the names of the Directors considered by the Board to

website. The Board considers the following Directors were

be independent Directors;

independent during the year ended 30 June 2020: David Wheeler

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

and Sonu Cheema.

relationship of the type described in Box 2.3 of the ASX

(b)

There are no independent Directors who fall into this category. The

Corporate

Governance

Principles

and

Company will disclose in its Annual Report and ASX website any

Recommendation (4th Edition), but the Board is of the

instances where this applies and an explanation of the Board's

opinion that it does not compromise the independence

opinion why the relevant Director is still considered to be

of the Director, the nature of the interest, position,

independent.

association

or

relationship

in question

and

an

(c)

The Company's Annual Report will disclose the length of service of

explanation of why the Board is of that opinion; and

each Director, as at the end of each financial year.

(c) the length of service of each Director

Recommendation 2.4

The Company's Board Charter requires that, where practical, the majority

A majority of the Board of a listed entity should be

YES

of the Board should be independent.

independent Directors.

The Board currently comprises a total of 3 directors, of whom David

Wheeler and Sonu Cheema are considered to be independent. As such,

there is a greater number of independent directors to non-independent

directors on the Board.

Recommendation 2.5

The Board Charter provides that, where practical, the Chair of the Board

The Chair of the Board of a listed entity should be an

YES

should be

an

independent

Director and

should

not

be the

CEO/Managing Director.

independent Director and, in particular, should not be the

same person as the CEO of the entity.

The Chair of the Company is an independent Director.

Recommendation 2.6

In accordance with the Company's Board Charter, the Nominations

A listed entity should have a program for inducting new

YES

Committee (or, in its absence, the Board) is responsible for the approval

and

review of

induction and

continuing professional

development

Directors and

providing

appropriate

professional

programs and procedures for Directors to ensure that they can effectively

development

opportunities

for

continuing

Directors

to

discharge

their

responsibilities.

The Company

Secretary

facilitates

develop and maintain the skills and knowledge needed to

inductions and professional development for members of the Board.

perform their role as a Director effectively.

6

RECOMMENDATIONS (4TH EDITION)

COMPLY

EXPLANATION

Principle 3: Act ethically and responsibly

Recommendation 3.1

YES

The Company values are contained within the Board Charter of the

A listed entity should articulate and disclose its values.

Company

and are conveyed through

the Company

ASX

announcements and website.

Recommendation 3.2

(a) The Company's Corporate Code of Conduct applies to the

A listed entity should:

YES

Company's Directors, senior executives and employees.

(a) have a code of conduct for its Directors, senior

(b) The Company's Corporate Code of Conduct (which forms part of

the Company's Corporate Governance Plan) is available on the

executives and employees; and

Company's website.

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

Recommendation 3.3

YES

(a) The Company's whistleblower policy sets out the responsibilities and

A listed entity should:

expectations and responsibilities of all employees, executives and

directors.

(a) have and disclose a whistleblower policy; and

The Company's whistleblower policy, which forms part of the

(b) ensure that the board or a committee of the board is

Company's Corporate Governance Plan, is available on the

informed of any material incidents reported under that

Company's website.

policy.

(b) The Board will receive a formal report on any material incidents that

are reported under the whistleblower policy.

Recommendation 3.3

YES

(a) The Company's Anti-bribery and Corruption, which forms part of the

A listed entity should:

Company's

Corporate Governance Plan,

policy sets out

the

responsibilities and expectations and responsibilities of all

(a) have and disclose an anti-bribery and corruption policy;

employees, executives and directors.

and

(b) The Board will receive a formal report on any material incidents that

(b) ensure that the board or a committee of the board is

are reported under the Anti-bribery and Corruption policy.

informed of any material breaches of that policy.