AMBERTECH LIMITED — Governance Information 2023

Oct 18, 2023

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Ambertech Limited

ABN/ARBN 17 079 080 158	Financialyear ended
17 079 080 158	30 June 2023

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 19 October 2023 and has been approved by the board.

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

Date here: 19 October 2023

Sign here: Robert Glasson Company secretary

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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 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 have and disclose a board charter setting out: (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

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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 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

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	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 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	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 …
	2.4	A majority of the board of a listed entity should be independent directors.		an explanation why that is so in our Corporate Governance Statement
	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 Statement.
	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 Statement.
	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: (a) have a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code	… our code of conduct or a summary of it in our Corporate Governance Statement.
	3.3	A listed entity should: (a) Have and disclose a whistle-blower policy; and (b) Ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	A copy of the policy at this location: https://www.ambertech.com.au/company/corporate-governance
	3.4	A listed entity should: (a) Have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.		…that we are developing a policy and provided further explanation on why that is so in our Corporate Governance Statement.

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	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 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	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 …
	4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	… the fact that we follow this recommendation in our Corporate Governance Statement.
	PRINCIPLE 5–MAKE TIMELY AND BALANCED DISCLOSURE
	5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under Listing Rule 3.1.	… our continuous disclosure compliance policy or a summary of it in our Corporate Governance Statement.
	5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	… this in our Corporate Governance Statement.
	5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	… this 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 this location: 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 meeting of security holders are decided by a poll rather than by a show of hands.	… the fact that we follow this recommendation in our Corporate Governance Statement.
	6.5	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 Statement.

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	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 haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	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.	… the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2) in our Corporate Governance Statement … and 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.
	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 we follow this recommendation in our Corporate Governance Statement.
	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.		an explanation why that is so in our Corporate Governance Statement

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	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 haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	7.4	A listed entity should disclose whether it has any material exposure to economic or social 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 Statement.
	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.	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.
	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 the Remuneration Report within our Directors’ Report here: https://www.ambertech.com.au/company/annual-reports

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	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 haveNOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	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 Statement.
	PRINCIPLE 9–REMUNERATE FAIRLY AND RESPONSIBLY
	9.1	A listed entity with a director who does not speak the language in which the board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.	-	We do not have a director in this position and this recommendation is therefore not applicable.
	9.2	A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	-	We are established in Australia and this recommendation is therefore not applicable.
	9.3	A listed entity established outside Australia, and an externally managed 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.	-	We are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable.

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