8COMMON LIMITED — Governance Information 2020

Aug 30, 2020

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Introduced 01/07/14 Amended 02/11/15

Name of entity

8common Limited

ABN / ARBN 168 232 577

Financial year ended:

30 June 2020

Our corporate governance statement[2] for the above period above can be found at:[3]

☐ These pages of our annual report:

☒ This URL on our website:

• http://www.8common.com/corporate governance/

The Corporate Governance Statement is accurate and up to date as at 28 August 2020 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date: 31 August 2020

Name of Director or Secretary authorising Dean Jagger – Company Secretary lodgement:

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

2 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.

• See chapter 19 for defined terms

2 November 2015

Page 1

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	… the fact that we follow this recommendation: ☒ in our Corporate Governance StatementOR ☐at [insert location] … and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): ☒ at http://www.8common.com/corporate-governance/	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (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.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	… the fact that we follow this recommendation: ☒ in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance 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 directly to the board, through the chair, on all matters to do with the proper functioning of the board.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

4 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

• See chapter 19 for defined terms

2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
1.5	A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) 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); 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.	… the fact that we have a diversity policy that complies with paragraph (a): ☐in our Corporate Governance StatementOR ☐at [insert location] … and a copy of our diversity policy or a summary of it: ☒ at http://www.8common.com/corporate-governance/ … and the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: ☐in our Corporate Governance StatementOR ☐at [insert location] … and the information referred to in paragraphs (c)(1) or (2): ☒in our Corporate Governance StatementOR ☐at [insert location]	☒ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): ☒in our Corporate Governance Statement OR ☐at [insert location] … and the information referred to in paragraph (b): ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): ☒in our Corporate Governance StatementOR ☐at [insert location] … and the information referred to in paragraph (b): ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

• See chapter 19 for defined terms

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole 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: (a) have a nomination committee which: (1) has at least three members, a majority of whom are 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 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.	[If the entity complies with paragraph (a):] … the fact that we have a nomination committee that complies with paragraphs (1) and (2): ☐in our Corporate Governance StatementOR ☐at [insert location] … and a copy of the charter of the committee: ☐at [insert location] … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☐at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have a nomination committee and the processes we employ 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: ☒in our Corporate Governance StatementOR ☒at http://www.8common.com/corporate-governance/		☒ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	… our board skills matrix: ☒in our Corporate Governance Statement ☐at [insert location]	OR	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

• See chapter 19 for defined terms 2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	… the names of the directors considered by the board to be independent directors: ☒in our Corporate Governance StatementOR ☐at [insert location] … and, where applicable, the information referred to in paragraph (b): ☒in our Corporate Governance StatementOR ☐at [insert location] … and the length of service of each director: ☒in our Corporate Governance StatementOR ☐at [insert location]		☐ an explanation why that is so in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	… the fact that we follow this recommendation: ☐in our Corporate Governance StatementOR ☐at [insert location]		☒ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	… the fact that we follow this recommendation: ☐in our Corporate Governance StatementOR ☐at [insert location]		☒ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at [insert location]		☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	… our code of conduct or a summary of it: ☐in our Corporate Governance Statement OR ☒at http://www.8common.com/corporate-governance/		☐an explanation why that is so in our Corporate Governance Statement

• See chapter 19 for defined terms 2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (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.	[If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2): ☒in our Corporate Governance StatementOR ☐at [insert location] … and a copy of the charter of the committee: ☒at http://www.8common.com/corporate-governance/ … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☒ in the Company’s 2020 Annual Report [If the entity complies with paragraph (b):] … the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner: ☐in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO 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.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

• See chapter 19 for defined terms

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at [insert location]		☐ an explanation why that is so in our Corporate Governance Statement OR ☐ 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: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it: ☒in our Corporate Governance StatementOR ☐at [insert location]		☐ an explanation why that is so in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	… information about us and our governance on our website: ☒ at http://www.8common.com/corporate-governance/		☐ an explanation why that is so in our Corporate Governance Statement
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]		☐ an explanation why that is so in our Corporate Governance Statement
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	… our policies and processes for facilitating and encouraging participation at meetings of security holders: ☒ in our Corporate Governance StatementOR ☐at [insert location]		☐ an explanation why that is so in our Corporate Governance Statement OR ☐ 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 communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation: ☒in our Corporate Governance StatementOR ☐at [insert location]		☐ an explanation why that is so in our Corporate Governance Statement

• See chapter 19 for defined terms 2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are 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.	[If the entity complies with paragraph (a):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): ☐in our Corporate Governance StatementOR ☐at [insert location] … and a copy of the charter of the committee: ☐at [insert location] … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☐at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework: ☒in our Corporate Governance StatementOR ☐at [insert location]	☒ an explanation why that is so in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: ☒ in our Corporate Governance StatementOR ☐at [insert location] … and that such a review has taken place in the reporting period covered by this Appendix 4G: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

• See chapter 19 for defined terms 2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	[If the entity complies with paragraph (a):] … how our internal audit function is structured and what role it performs: ☐in our Corporate Governance StatementOR ☐at [insert location] [If the entity complies with paragraph (b):] … 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 StatementOR ☐at [insert location]	☒ an explanation why that is so in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

• See chapter 19 for defined terms

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are 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 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.	[If the entity complies with paragraph (a):] … the fact that we have a remuneration committee that complies with paragraphs (1) and (2): ☒in our Corporate Governance StatementOR ☐at [insert location] … and a copy of the charter of the committee: ☒at http://www.8common.com/corporate-governance/ … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☒in the Company’s 2020 Annual report [If the entity complies with paragraph (b):] … the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: ☐in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	… our policy on this issue or a summary of it: ☐in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☒ w e do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

• See chapter 19 for defined terms 2 November 2015

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2020 CORPORATE GOVERNANCE STATEMENT

This corporate governance statement sets out 8common Limited ( Company ) current compliance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations ( ASX Principles and Recommendations ). The ASX Principles and Recommendations are not mandatory. However, this corporate governance statement discloses the extent to which the Company has followed the ASX Principles and Recommendations. This corporate governance statement is current as at 28 August 2020 and has been approved by the Board of the Company ( Board ).

ASX Principles and Recommendations Comply (Yes/No) Explanation	ASX Principles and Recommendations Comply (Yes/No) Explanation
1. Lay solid foundations for management and oversight
1.1. A listed entity should have and disclose a charter which sets out the respective roles and responsibilities of the Board, the Chair and management; and includes a description of those matters expressly reserved to the Board and those delegated to management.	Yes The Company has adopted a Board Charter which complies with the guidelines prescribed by the ASX Corporate Governance Council. A copy of the Company’s Board Charter is available on the Company’s website at http://www.8common.com/corporate-governance/
1.2. A listed entity should:	8common undertakes all appropriate checks before appointing a person as director and provides all material information to shareholders when putting forward a candidate for election as a director. Yes Yes
(a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election as a Director; and
(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 and Senior Executive setting out the terms of their appointment.	Yes The Company has written agreements with all Directors and Senior Executives which sets out the terms of their appointment.
1.4. The Company Secretary of a listed entity should be accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board.	Yes The Company Secretary has been appointed by and is responsible to the Board through the Chairman. The Company Secretary is accessible to all Directors.

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STATEMENT OF CORPORATE GOVERNANCE | 2020

ASX Principles and Recommendations Comply (Yes/No)	Explanation
1.5. A listed entity should:	(a) The Company has a Diversity Policy recognising that workplace diversity, including gender, age, ethnicity and cultural background is key to our business. Whilst the Company has not set formal measurable objectives for achieving gender diversity, at such time that the Company seeks to establish its workforce, the Company will be committed to recruiting the right people regardless of race, gender, age, marital status or any other factor not relevant to their competence and performance. (b) The Diversity Policy is available on the Company’s website at http://www.8common.com/corporate- governance/ (c) The Company strives to achieve the measurable objectives for achieving gender diversity. As at 30 June 2020, the Company had 17 employees; of these 5 are female, (none of these hold senior management roles).
(a) Have a diversity policy which includes requirements for the Board: (i). to set measurable objectives for achieving gender diversity; and (ii). to assess annually both the objectives and the entity’s progress in achieving them; No
(b) Disclose that policy or a summary of it; and Yes
(c) Disclose as at the end of each reporting period: (i). the measurable objectives for achieving gender diversity set by the Board in accordance with the entity’s diversity policy and its progress towards achieving them; and (ii). either: (A) 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); or (B) The entity’s “Gender Equality Indicators”, as defined in the Workplace Gender Equality Act 2012. Yes Yes N/A
1.6. A listed entity should: Yes Yes (a) have and disclose a process for periodically evaluating the performance of the Board, its committees and individual directors; and (b) Disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	(a) The Remuneration Committee is responsible for evaluating the performance of the Board and individual Directors on an annual basis. The process for this is set out in the Company’s Remuneration Committee Charter which is available on the Company’s website at http://www.8common.com/corporate-governance/ (b) Although the Remuneration Committee did not undertake a performance evaluation of the Company’s board or its individual Directors during the financial year to 30 June 2020, such a review was conducted by the Board of the Company. The Company expects that an evaluation of the Company’s board and/or its individual Directors will be conducted during the financial year ended 30 June 2020.
1.7. A listed entity should:

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STATEMENT OF CORPORATE GOVERNANCE | 2020

ASX Principles and Recommendations Comply (Yes/No)	Explanation
(a) Have and disclose a process for periodically evaluating the performance of its Senior Executives; and Yes (b) Disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. Yes	(a) The Remuneration Committee is responsible for evaluating the performance of Senior Executives on an annual basis in accordance with the Company’s Remuneration Committee Charter. (b) Although the Remuneration Committee did not undertake a performance evaluation of the Company’s senior executives during the financial year to 30 June 2020, such a review was conducted by the Board of the Company. The Company expects that an evaluation of the Company’s senior executives will be conducted during the financial year ended 30 June 2020.
2. Structure the board to add value
2.1. The board of a listed entityshould: (a) _have a nomination committee which: (1) has at least three members, a majority of whom are independent directors;and No (2) is chaired by an Independent Director, N/A and disclose: (3) the charter of the committee; N/A (4) the members of the committee; and N/A (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 N/A (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. N/A	The Board has not established a formal nomination committee, having regard to the size of the Company. The Board acknowledges that when the size and nature of the Company warrants the necessity of a formal nomination committee, such a committee will operate under a nomination committee charter, which will be approved by the Board. Presently, the Board as a whole performs the function of a nomination committee. Where necessary, the Board will seek advice of external advisers in connection with the suitability of applicants for Board membership.
2.2. A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the Board currently has or is looking to achieve in its membership. Yes	The Company does have a “board skills matrix” setting out the mix of skills and diversity that it is looking to achieve in its membership. A summary of the experience and skills of the Board (including alternate directors) is set out in the matrix below. Experience and Skills No. of Directors Strategy, Planning and M&A 5 Corporate Governance 5 Accounting & Finance 5 Risk Management 5

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		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
			Leadership, People & Talent 5
			Sales & Marketing 5
			SaaS Products 5
2.3.	A listed entity should disclose:		(a) Page 14 – 15 of the Annual Report discloses which
	(a) the names of the Directors	Yes	Directors were considered independent during the
	considered by the Board to be Independent Directors; (b) if a Director has an interest, position, association or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and recommendations (3rdEdition) but the Board is of the opinion that it does not	Yes	year. (b) Adrian Bunter and John Du Bois are considered independent, has not had an interest, position, association or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and recommendations (3rd Edition). (c) The Company has disclosed the details of each Director (including their length of service in the Company’s Annual Report.
	compromise the independence of
	the director, the nature of the
	interest, position, association or
	relationship in question and an
	explanation of why the Board is of
	that opinion; and
	(c) the length of service of each	Yes
	Director.
2.4.	A majority of the Board of a listed	No	The Board Charter requires that where practical the
	entity should be Independent		majority of the Board will be independent. The Board
	Directors.		currently comprises a total of four Directors, of whom two
			are considered to be independent, being Adrian Bunter and
			John Du Bois.
2.5.	The chair of the board of a listed entity	No	The Company’s Executive Chairman is Kah Wui “Nic” Lim,
	should be an Independent Director		who is not considered independent. Given the nature and
	and, in particular, should not be the		scale of the current business, the Company believes it is
	same person as the CEO of the entity.		appropriate for Mr Lim to be the Chair of the Board.
			Mr Lim is not the CEO of the Company.
2.6.	A listed entity should have a program	Yes	The Remuneration Committee is responsible to the Board for
	for inducting new Directors and		reviewing and recommending to the Board induction and
	providing appropriate professional		professional development programs and procedures for
	development opportunities for		Directors to ensure that they can effectively discharge their
	Directors to develop and maintain the		responsibilities.
	skills and knowledge needed to
	perform their role as Directors		As a result, the Company has in place a program for the
	effectively.		induction of new Directors which is tailored to each new
			Director depending on their personal requirements,
			background skills, qualifications and experience and includes
			the provision of a formal letter of appointment and an
			induction pack containing sufficient information to allow the
			new Director to gain an understanding of the business of the
			Company, and the roles, duties and responsibilities of
			Directors and the Executive Team.
			All Directors are encouraged to undergo continual
			professional development and, subject to prior approval by
			the Chairman, all Directors have access to numerous

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		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
			resources and professional development training to address
			any skills gaps.
3.	Promote ethical and responsible decision-making
3.1.	A listed entity should:		(a) The Company has a Code of Conduct – the Company’s
	(a) Have a code of conduct for its	Yes	Obligations to Stakeholders that applies to all.
	Directors, Senior Executives and employees; and (b) Disclose that code or a summary of it.	Yes	(b) The Company’s Code of Conduct – the Company’s Obligations to Stakeholders is available on the Company’s website at http://www.8common.com/corporate-
			governance/
4.	Safeguard integrity in financial reporting
4.1.	The Board of a listed entity should:		The Company has established an Audit Committee with
	(a) have an audit committee which:		Adrian Bunter an Independent Non-Executive Director, as
	(1) has at least three members, all	Yes	Chair of the Committee. The Committee has three
	of whom are Non-Executive		members and the majority of the committee members are
	Directors and a majority of		independent. The attendance at each committee meeting
	whom are independent		is disclosed on page 15 of the Annual Report. A copy of the
	Directors; and		Audit Committee Charter is available on the Company’s
	(2) is chaired by an Independent	Yes	website at http://www.8common.com/corporate-
	Director, who is not the Chair		governance/
	of the Board,
	and disclose:
	(3) the charter of the committee;	Yes
	(4) the relevant qualifications and	Yes
	experience of the members of
	the committee; and
	(5) in relation to each reporting	Yes
	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	N/A
	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,	Yes	Prior to the execution of the Financial Statements of the
	before it approves the entity’s financial		Company, the Company’s CEO and CFO provided the Board
	statements for a financial period,		with written assurances that the declaration provided in
	receive from its CEO and CFO a		accordance with section 295A of the Corporations Act is
	declaration that the financial records of		founded on a sound system of risk management and internal
	the entity have been properly		control which is operating effectively in all material aspects
	maintained and that the financial		in relation to the Company’s financial reporting risks.

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		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
	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.
4.3.	A listed entity that has an AGM should	Yes	At the last AGM of the company, held on 22 November 2019
	ensure that its external auditor attends		the external auditor of the Company attended this meeting
	its AGM and is available to answer		and it is expected that the Company’s external auditor will
	questions from security holders		attend future AGMs and is available to answer questions
	relevant to the audit.		from security holders relevant to the audit.
5.	Make timely and balanced disclosure
5.1.	A listed entity should:		(a) The Company has adopted a Continuous Disclosure
	(a) Have a written policy for complying	Yes	Policy which details the processes and procedures
	with its continuous disclosure		which have been adopted by the Company so as to
	obligations under the Listing Rules;		comply its continuous disclosure obligations as
	and		required under the ASX Listing Rules and other
	(b) disclose that policy or a summary	Yes	relevant legislation.
	of it.
			(b) The Continuous Disclosure Policy is available on
			the Company’s website at
			http://www.8common.com/corporate-governance/
6.	Respect the rights of shareholders
6.1.	A listed entity should provide	Yes	Shareholders can access information about the Company
	information about itself and its		and its governance (including its Constitution and adopted
	governance to investors via its website.		governance policies) from the Company’s website at
			http://www.8common.com/corporate-governance/
6.2.	A listed entity should design and	Yes	The Company has adopted a Shareholder Communications
	implement an investor relations		Policy which aims to promote and facilitate effective two-way
	program to facilitate effective two-way		communication with its investors. The Strategy outlines a
	communication with investors.		range of ways in which information is communicated to
			shareholders.
			A copy of the Company’s Shareholder Communications policy
			is available on the Company’s website at
			http://www.8common.com/corporate-governance/
6.3.	A listed entity should disclose the	Yes	Security holders have the ability to communicate with
	policies and processes it has in place to		Directors through various means including:
	facilitate and encourage participation
	at meetings of security holders.		• having the opportunity to ask questions of Directors at all
			general meetings;
			• the presence of the Auditor at AGMs to take shareholder
			questions on any issue relevant to their capacity as Auditor;
			and
			• the Company having Directors available to answer
			shareholder questions submitted by telephone, email and
			other means (where appropriate).
			Traditionally, the key forum for two-way communication
			between the Company and its Security holders is its AGM.

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		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
6.4.	A listed entity should give security	Yes	Security holders can register with the Company to receive
	holders the option to receive		email notifications when an announcement is made by the
	communications from, and send		Company to the ASX.
	communications to, the entity and its
	security registry electronically.		Security holders can also elect to receive electronic
			communications via the Company’s registry, Automic
			Registry Services.
7.	Recognise and manage risk
7.1.	The Board of a listed entity should:		Given the size of 8common, the Board has not established
	(a) have a committee or committees		a separate Risk Committee but will perform the function
	to oversee risk, each of which:		itself. Should circumstances change, its Board will
	(1) has at least three members, a	No	consider establishing a separate Risk Management
	majority of whom are		Committee.
	Independent Directors; and
	(2) is chaired by an Independent	No
	Director,
	and disclose:
	(3) the charter of the committee;	No
	(4) the members of the	No
	committee; and
	(5) as at the end of each	No
	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	Yes
	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		(a) The Board reviews the Company’s risk management
	should:		framework on an annual basis.
	(a) review the entity’s risk	Yes
	management framework at least		The Company monitors, evaluates and seeks to improve its
	annually to satisfy itself that it		risk management and internal control processes in line with
	continues to be sound, to		the processes set out in its Policy on Risk Oversight and
	determine whether there have		Management of Material Business
	been any changes in the material		Risks, a copy of which is available on the Company’s
	business risks the entity faces and		website at http://www.8common.com/corporate-
	to ensure they remain within the		governance/
	risk appetite set by the Board; and
	(b) Disclose in relation to each	Yes	In addition, the Company has a number of other policies
	reporting period, whether such a		that directly or indirectly serve to reduce and/or manage
	review has taken place.		risk, including:
			• Continuous Disclosure Policy
			• Code of Conduct
			• Policy for Trading in Company Securities
			(b) The Board completed such a review during the current
			reporting period.

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ASX Principles and Recommendations	Comply (Yes/No) Explanation
7.3. A listed entity should disclose:	(a) The Audit Committee Charter provides for the Audit Committee to monitor the need for an internal audit function. At this stage, due to the current size and nature of the existing Board and the magnitude of the Company’s operations the Company does not have an internal audit function. (b) The Company has adopted a Policy on Risk Oversight and Management of Material Business Risks which the Company follows. The Board of the Company will periodically review the Company’s operations to evaluate the effectiveness of risk management and internal control processes of the Company. No Yes
(a) If it has an internal audit function, how the function is structured and what role it performs; or
(b) If it does not have an internal audit function, that fact and 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, and if so how, it has regard to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	Yes All material risks to economic, environmental and social sustainability risks will be announced to the market, in accordance with the requirements of the ASX Listing Rules and otherwise.
8. Remunerate fairly and responsibly
8.1. (a) The Board of a listed entity should have a remuneration committee which:	The Company has established a Remuneration Committee withAdrian Bunteran independent Director as Chair of the Committee. The Committee has three members and the majority of the committee members are not independent. The attendance at each committee meeting is disclosed on page 15 of the 2020 Annual Report. A copy of the Remuneration Committee Charter is available on the Company’s website at http://www.8common.com/corporate-governance/ Yes Yes Yes Yes Yes N/A
(i). has at least three members, a majority of whom are independent directors; and
(ii). is chaired by an independent director,
i. and disclose:
(iii). the charter of the committee;
(iv). the members of the committee; and
(v). 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 practices regarding the Remuneration of Non- Executive Directors and other Senior Executives and ensure that the different roles and responsibilities of Non-Executive Directors compared to Executive Directors and other Senior Executives are reflected at the level and composition of their remuneration.	Yes The Company’s Corporate Governance Plan requires the Board to disclose its policies and practices regarding the remuneration of Non-Executive and Executive Directors and other senior employees. This disclosure is set out in the Remuneration Report section of the Company’s Annual Report.

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		Comply
ASX	Principles and Recommendations	(Yes/No)	Explanation
8.3.	A listed entity which has an equity-	N/A	8common does not currently have an equity based
	based remuneration scheme should:		remuneration scheme. Should circumstances change, the
	(a) Have a policy on whether participants are permitted to enter		Company will disclose appropriate information in future annual reports.
	into transactions (whether through
	the use of derivatives or
	otherwise) which limit the
	economic risk of participating in
	the scheme; and
	(b) Disclose that policy or a summary	N/A
	of it.

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