Corporate Governance Statement FY20

1.1

A listed entity should have and disclose a board

Yes

The Board has adopted a charter (Board Charter) which establishes the role of the Board and

charter setting out:

its relationship with management. The Board Charter clearly articulates the division of

(a)

the respective roles and responsibilities of its

responsibilities between the Board and management, in order to manage expectations and

avoid misunderstandings about their respective roles and accountabilities.

board and management; and

(b)

those matters expressly reserved to the board

As detailed in the Board Charter, the primary role of the Board is the protection and

and those delegated to management

enhancement of long-term shareholder value, and its responsibilities include the overall

strategic direction of the Group, establishing goals for management and monitoring the

achievement of these goals. The Board is also responsible for the overall corporate

governance of Mach7.

The Board Charter additionally sets out the role and responsibility of the Chairman and

outlines the Board's policy on when and how Directors may seek independent professional

advice at the expense of the Company.

The Board has delegated to the Chief Executive Officer (CEO) the authority and power to

manage Mach7 and its businesses within levels of authority specified by the Board from time

to time. The CEO may sub-delegate aspects of his authority and power but remains

accountable to the Board for Mach7's performance and is required to report regularly to the

Board on the progress being made by Mach7's business units.

ASX Recommendation

Compli-

Reference / Comment

ance

(yes/no)

In accordance with the Board Charter, the Board will review the Board Charter at least

annually, and in doing so will continually review the division of functions between the Board

and management to ensure that it continues to be appropriate to the needs of the Group.

A copy of the Board Charter is available on the Website.

1.2

A listed entity should:

Yes

The Board has established and operates a Remuneration and Nomination Committee. The

Remuneration and Nomination Committee's functions and powers are formalised in a

(a) undertake

appropriate

checks

before

Remuneration and Nomination Committee Charter, a copy of which is available on the

appointing a director or senior executive or

Website.

putting someone forward for election as a

director; and

The nomination-related function of the Remuneration and Nomination Committee is to,

(b) provide security holders with all material

where required:

information in its possession relevant to a

 identify suitable candidates with appropriate skills, experience, expertise and diversity

decision on whether or not to elect or re-elect

to complement the existing Board, in order for the Board to discharge its mandate

a director.

effectively and to maintain the necessary mix of expertise on the Board; and

 undertake appropriate checks on a candidate and seek confirmation from the candidate

that he/she will have sufficient time to fulfil his or her responsibilities as a director; and

 subject to the results of such checks and confirmations, make recommendations to the

Board on their appointment.

Where appropriate, external consultants may be engaged to assist in searching for candidates

and undertaking relevant checks.

ASX Recommendation

Compli-

Reference / Comment

ance

(yes/no)

The Company provides information to shareholders about Directors seeking re-election at a

general meeting to enable them to make an informed decision on whether or not to re-elect

the Director, including their relevant qualifications and experience and the skills they bring

to the Board; details of any other listed directorships held by the Director in the preceding 3

years; the term of office already served by the Director; whether the Director is considered to

be independent; and a recommendation by the Board in respect of the re-election of the

Director.

The Company will, in the case of a candidate standing for election as a Director for the first

time, provide information to shareholders about the candidate to enable them to make an

informed decision on whether or not to elect the candidate, including material adverse

information revealed by any checks the Remuneration and Nomination Committee has

performed on the candidate; details of any interest, position, association or relationship that

might influence, or reasonably be perceived to influence, in a material respect the candidate's

capacity to exercise independent judgement on Board matters or to act in the best interests

of the Company and its shareholders generally; the Board's view on whether the candidate

will be considered to be an independent Director; and a recommendation by the Board in

respect of the election of the candidate.

1.3

A listed entity should have a written agreement with

Yes

All Directors and senior executives have entered into written agreements with the Company.

each director and senior executive setting out the

terms of their appointment.

Specifically, each Non-Executive Director has been given a letter of appointment which

outlines terms including the Director's duties, obligations, remuneration, expected time

commitments and notification of the Company's policies. Similarly, senior executives have a

formal job description and services agreement or employment agreement with the Company

describing their term of office, duties, rights and responsibilities, and entitlements on

termination.