AMBERTECH LIMITED - Governance Information 2021

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity

Name of entity	Name of entity
Ambertech Limited
ABN/ARBN		Financialyear ended
17 079 080 158		30 June 2021

Our corporate governance statement for the above period above can be found at this URL on our website:

https://www.ambertech.com.au/company/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 28 October 2021 and has been approved by the board.

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

Date here: 29 October 2021

Sign here: Robert Glasson Company secretary

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
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 Statement … 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 this location: https://www.ambertech.com.au/company/corporate-governance
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 Statement.
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 Statement
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 Statement.
1.5	A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period:	… the fact that we have a diversity policy that complies with paragraph (a): in our Corporate Governance Statement … and a copy of our diversity policy or a summary of it at this location: https://www.ambertech.com.au/company/corporate-governance

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
(1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) 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 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 Statement … and the information referred to in paragraphs (c)(1), (2) or (3) in our Corporate Governance Statement.
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, for each reporting period, whether a performance evaluation was undertaken in accordance with that process during or in respect of that period. … the evaluation process referred to in paragraph (a) in our Corporate Governance Statement … and the information referred to in paragraph (b) in our Corporate Governance Statement.
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives at least once every reporting period; and (b) disclose, for each reporting period whether a performance review has been undertaken in accordance with that process during or in respect of that period.	… the evaluation process referred to in paragraph (a) in our Corporate Governance Statement … and the information referred to in paragraph (b) in our Corporate Governance Statement

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
PRINCIPLE 2–STRUCTURE THE BOARD TO BE EFFECTIVE AND 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. a copy of the charter of the committee at this location: https://www.ambertech.com.au/company/corporate-governance … and the information referred to in paragraphs (4) and (5) in our Corporate Governance Statement. …that we have followed the recommendation other than having a minimum of three members, and have provided an explanation why that is so in our Corporate Governance Statement.
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. an explanation why that is so in our Corporate Governance Statement.
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 Statement … where applicable, the information referred to in paragraph (b) in our Corporate Governance Statement … the length of service of each director in our Corporate Governance Statement.

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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have NOT followed the
We have disclosed … recommendation in full for the whole
of the period above. We have
disclosed …
2.4 A majority of the board of a listed entity should be independent an explanation why that is so in our
directors. Corporate Governance Statement
2.5 The chair of the board of a listed entity should be an … the fact that we follow this recommendation in our Corporate Governance
independent director and, in particular, should not be the same Statement.
person as the CEO of the entity.
2.6 A listed entity should have a program for inducting new directors … the fact that we follow this recommendation in our Corporate Governance
and provide appropriate professional development opportunities Statement.
for directors to develop and maintain the skills and knowledge
needed to perform their role as directors effectively.
PRINCIPLE 3 – INSTIL A CULTURE OF ACTINF LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values. Our values in our Corporate Governance Statement, and at this location:
https://www.ambertech.com.au/company/company-charter
3.2 A listed entity should: … our code of conduct or a summary of it in our Corporate Governance
(a) have a code of conduct for its directors, senior executives and Statement.
employees; and
(b) ensure that the board or a committee of the board is
informed of any material breaches of that code
3.3 A listed entity should: …that we are developing a policy and
(a) Have and disclose a whistle-blower policy; and provided further explanation on why
that is so in our Corporate Governance
(b) Ensure that the board or a committee of the board is
Statement.
informed of any material incidents reported under that
policy.
3.4 A listed entity should: …that we are developing a policy and
(a) Have and disclose an anti-bribery and corruption provided further explanation on why
policy; and that is so in our Corporate Governance
Statement.
(b) ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.
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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
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. …that we have followed the recommendation other than having a minimum of three members and have provided 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 Statement.

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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have NOT followed the
We have disclosed … recommendation in full for the whole
of the period above. We have
disclosed …
4.3 A listed entity should disclose its process to verify the integrity … the fact that we follow this recommendation in our Corporate Governance
of any periodic corporate report it releases to the market that is Statement.
not audited or reviewed by an external auditor.
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 in our
complying with its continuous disclosure obligations under Listing Corporate Governance Statement.
Rule 3.1.
5.2 A listed entity should ensure that its board receives copies of all … this in our Corporate Governance Statement.
material market announcements promptly after they have been
made.
5.3 A listed entity that gives a new and substantive investor or analyst … this in our Corporate Governance Statement.
presentation should release a copy of the presentation materials
on the ASX Market Announcements Platform ahead of the
presentation.
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 at this location:
governance to investors via its website.
https://www.ambertech.com.au/company/corporate-governance
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors. … this in our Corporate Governance Statement.
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders. … this in our Corporate Governance Statement.
6.4 A listed entity should ensure that all substantive resolutions at a … the fact that we follow this recommendation in our Corporate Governance
meeting of security holders are decided by a poll rather than by Statement.
a show of hands.
6.5 A listed entity should give security holders the option to receive … the fact that we follow this recommendation in our Corporate Governance
communications from, and send communications to, the entity Statement.
and its security registry electronically.
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should: … the fact that we have a committee or committees to oversee risk that comply …that we have followed the
with paragraphs (1) and (2) in our Corporate Governance Statement recommendation other than having a
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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have NOT followed the
We have disclosed … recommendation in full for the whole
of the period above. We have
disclosed …
(a) have a committee or committees to oversee risk, each of minimum of three members and have
which: … and a copy of the charter of the committee at this location: provided an explanation why that is so
(1) has at least three members, a majority of whom are in our Corporate Governance
independent directors; and https://www.ambertech.com.au/company/corporate-governance Statement.
(2) is chaired by an independent director,
… and the information referred to in paragraphs (4) and (5) in our Corporate
and disclose:
Governance Statement.
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of
times the committee met throughout the period and the
individual attendances of the members at those
meetings; OR
(b) if it does not have a risk committee or committees that satisfy
(a) above, disclose that fact and the processes it employs for
overseeing the entity’s risk management framework.
7.2 The board or a committee of the board should: … the fact that we follow this recommendation in our Corporate Governance
(a) review the entity’s risk management framework at least Statement.
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.
7.3 A listed entity should disclose: an explanation why that is so in our
(a) if it has an internal audit function, how the function is Corporate Governance Statement
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 it has any material … whether we have any material exposure to economic, environmental and social
exposure to economic or social risks, and if it does, how it sustainability risks and, if we do, how we manage or intend to manage those risks
manages or intends to manage those risks. in our Corporate Governance Statement.
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Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have NOT followed the
We have disclosed … recommendation in full for the whole
of the period above. We have
disclosed …
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should: a copy of the charter of the committee at this location: …that we have followed the
(a) have a remuneration committee which: recommendation other than having a
https://www.ambertech.com.au/company/corporate-governance minimum of three members and have
(1) has at least three members, a majority of whom are
provided an explanation why that is so
independent directors; and
… and the information referred to in paragraphs (4) and (5) in our Corporate in our Corporate Governance
(2) is chaired by an independent director, Governance Statement. Statement.
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of
times the committee met throughout the period and the
individual attendances of the members at those
meetings; OR
(b) if it does not have a remuneration committee, disclose that
fact and the processes it employs for setting the level and
composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
8.2 A listed entity should separately disclose its policies and … separately our remuneration policies and practices regarding the remuneration
practices regarding the remuneration of non-executive directors of non-executive directors and the remuneration of executive directors and other
and the remuneration of executive directors and other senior senior executives in the Remuneration Report within our Directors’ Report here:
executives.
https://www.ambertech.com.au/company/annual-reports
8.3 A listed entity which has an equity-based remuneration scheme … our policy on this issue or a summary of it in our Corporate Governance
should: Statement.
(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.
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AMBERTECH LIMITED Governance Information 2021

64378_rns_2021-10-28_8810a05e-b66a-4312-a3ab-0739f41186f0.pdf

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

AI assistant

AMBERTECH LIMITED — Governance Information 2021

64378_rns_2021-10-28_8810a05e-b66a-4312-a3ab-0739f41186f0.pdf

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

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AMBERTECH LIMITED Governance Information 2021