ANTEOTECH LTD — Governance Information 2015

Sep 15, 2015

STATEMENT OF CORPORATE GOVERNANCE

As required by the ASX Listing Rules, this Statement discloses the extent to which Anteo Diagnostics Limited (the Company) has followed the ASX Principles and Recommendations. Except where otherwise explained, the Company followed the ASX Principles and Recommendations (3[rd] Edition) during the period. This Statement should be read in conjunction with the material on our website (www.anteotech.com), including the 2015 Annual Report. This Statement is current as at 24 August 2015 and has been approved by the Anteo Diagnostics Limited Board.

BOARD AND MANAGEMENT ROLE AND RESPONSIBILITIES

The Board is responsible to shareholders for the performance of the Company and its subsidiaries (the Group)and for overseeing the implementation of appropriate corporate governance with respect to the Group’s affairs. The Board has adopted a formal Board Charter that details the Board’s role, authority, responsibilities, membership and operations, and is available on our website at http://anteotech.com/wp-content/uploads/141509_Board_Charter_-_Anteo_Diagnostics.pdf

The Charter sets out the matters specifically reserved for the Board and the powers delegated to its Committees and to the CEO. The Board delegates responsibility for the day-to-day management of the Company to the CEO, but retains responsibility for the overall strategy, governance and performance of the Group. The CEO then delegates authority to the appropriate senior executives for specific activities and transactions. This authority is governed by a formal ‘delegations of authority’.

APPOINTMENT, INDUCTION AND TRAINING

The Remuneration and Nominations Committee assists the Board with the selection and appointment of Directors. Before the Board appoints a new Director or puts forward a candidate for election, the Remuneration and Nominations Committee will ensure that appropriate background checks are undertaken. We provide our shareholders with all material information in our possession that is relevant to their decision on whether or not to elect or re-elect a Director through a number of channels, including via the Notice of Meeting, the Director Resumés and other information contained in the Annual Report. Upon appointment, each Director (and senior executive) receives a letter of appointment which sets out the formal terms of their appointment, along with a deed of indemnity, insurance and access. Directors also attend formal induction sessions where they are briefed on the Company’s vision and values, strategy, financials, and governance and risk

management frameworks. Directors are also provided with ongoing professional development and training programmes to enable them to develop and maintain their skills and knowledge. - http://anteotech.com/wp

content/uploads/141512_Nomination_and_Remuneration_Committee_Charter.pdf

BOARD SKILLS AND EXPERIENCE

Our objective is to have an appropriate mix of expertise and experience on our Board and its Committees so that the Board can effectively discharge its corporate governance and oversight responsibilities. This mix is described in the Board skills matrix below.

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Expertise

Experience

Accounting Executive Management Audit Corporate Partnerships Corporate Finance Grants Global Regulatory Information Technology Communications/Investor Relations Bio-Technology Commericalisation Environment Health and Safety Industry Networks Governance Mergers & Acquisitions Legal Tax International Marketing Tax Domestic Risk Management Strategy Product Development Leadership Operations Global Markets Facilities

PERFORMANCE REVIEWS

The Board is committed to formally evaluating its performance and the performance of its Committees as well as the governance processes supporting the Board. The Board does this through an annual assessment process. An internal assessment is scheduled for the second half of calendar year 2015.

INDEPENDENCE OF THE BOARD

The Board assesses the independence of Non-executive Directors upon appointment and reappointment. When appointing an Independent Director or reviewing the independence of its Directors, the Board will have regard to the definition of independent director and the factors set out in Box 2.3 of the ASX Corporate Governance Principles and Recommendations. The Board’s assessment of the independence of each current Director is set out below.

Name	Status	Appointment date
Mark Bouris	Independent	August 2011
GeoffreyCumming	Non-independent	January2009
Richard Martin	Non-independent	September 2005
Sandra Andersen	Independent	May2011
John Hurrell	Independent	February2013

As at the date of this statement, three of our five Directors are independent.

THE CHAIRMAN

Our Chairman was appointed by the Board in August 2011. The Chairman is an independent director and provides leadership to the Board in relation to all Board matters and is responsible for ensuring that the Board meets its responsibilities under the Board Charter. His role is set out in more detail in the Board Charter. Details regarding the Chairman, including his experience and qualifications, are set out in the Directors’ Report in our Annual Report.

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COMPANY SECRETARY

The Company Secretary was appointed by and has a direct reporting line to the CEO. The Company Secretary in his capacity as company secretary is appointed by the Board. The Company Secretary is accountable to the Board through the Chairman on all matters regarding the proper functioning of the Board.

SENIOR EXECUTIVES

The Company’s CEO is appointed by the Board, and its senior executives are appointed by the CEO Their key performance indicators contain specific financial and other objectives. These KPIs are reviewed annually by the Board in respect of the CEO’s KPI’s and by the CEO in respect of the Senior Executive’s KPI’s. The performance of the CEO and senior executives against these objectives is evaluated annually. This year’s performance based remuneration is described in more detail in the Remuneration Report in our Annual Report.

REMUNERATION

Information regarding our remuneration framework for our Directors and senior executives is set out in the Remuneration Report in our Annual Report. The Remuneration Report includes a summary of our policies and practices for performance based remuneration for senior executives and our policies on hedging of equity-based remuneration.

BOARD COMMITTEES

At the date of this statement, the Board has two Committees which are the:

Audit and Risk Committee	Members	Position	Meeting in this Financial Year
	Sam Andersen	Independent Chair	4 of 4
	Richard Martin	Executive Director	4 of 4
Remuneration and Nominations Committee	Mark Bouris	Independent Chair	3 of 3
	Richard Martin	Executive Director	3 of 3
	John Hurrell	Independent Director	2 of 2

The membership of each Committee is provided above. Each Committee has adopted a formal, Board-approved Charter that details its role, authority, responsibilities, membership and operations. The Committee Charters are reviewed regularly and are available on our website at: http://anteotech.com/wp-content/uploads/141510_Audit_and_Risk_Committee.pdf and

• http://anteotech.com/wp content/uploads/141512_Nomination_and_Remuneration_Committee_Charter.pdf

The Company has not fully adopted the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (3[rd] edition) insofar as they relate to the composition and membership of an audit committee (Corporate Governance Principle 4.1) and risk committee

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(Corporate Governance Principle 7.1). The Company has determined that the above membership structure is adequate to verify and safeguard the integrity of the Company’s financial reporting and to carry out this Charter given the qualifications, experience and financial acumen of the current members.

Each Committee regularly reports to the Board on matters relevant to the Committee’s role and responsibilities and the minutes of each Committee meeting are made available to each Director unless that Director is otherwise precluded due to a potential conflict. Further information regarding our Directors, including their experience and qualifications, is set out in the Directors’ Resumés section in our Annual Report. Details of the number of Board and Committee meetings held during the Financial Year and attendance by Directors are set out in the Directors’ Report in our Annual Report.

CORPORATE REPORTING AND RISK MANAGEMENT

CEO AND CFO DECLARATION

The Board has received assurance from the Chief Executive Officer and Finance Director that the declaration in the annual report provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.

EXTERNAL AUDITOR

Our external auditor, Grant Thornton, was re-appointed following our 2014 AGM. Audit and Risk Committee papers are made available to grant Thornton. Grant Thornton representatives are also available to all Audit and Risk Committee members. Grant Thornton attends our AGM and a representative is available to answer questions from shareholders relevant to the audit at, or ahead of, the AGM. Their independence declaration is contained in the Directors’ Report in our Annual Report.

INTERNAL AUDIT

The Group does not have an Internal Audit function. The Board considers the risk management and external audit processes adopted by the Company adequately assess and manage the risk that internal controls are ineffective.

RISK MANAGEMENT

The Anteo Group Risk Framework is based on International Standard ISO 31000:2009 Risk management – Principles and guidelines, and forms the basis for the Group’s risk management activities. The Board has adopted a formal risk management policy.

The identification and management of risk inherent to the operation of the economic entity is managed by the Directors on a day-to-day basis. Where necessary individual Directors do, through the forum of regular Board meetings, bring matters before the Board collectively who will review, evaluate and deal with any matters arising in a manner that serves the best interests of the Company and its shareholders. This is in addition to the role of the Audit & Risk Committee which ensures the Company maintains effective risk management and internal control systems.

August 24, 2015

The identification and effective management of risks is critical in achieving the Company’s corporate goals. The Company focuses on effective management of the following material risks:

• business risks.

• operating risks.

• economic and financial risks.

• organisational risks.

• environmental and sustainability risks.

• corporate risks.

• occupational health and safety risks.

Anteo Diagnostics Limited believes that risk should be managed on a continuous basis and optimises its ability to achieve business objectives by maintaining a system that assists appropriate management and provides early warning of risks.

The Company identifies, assesses, monitors and manages risk throughout the organisation in accordance with the Company's Risk Management Policy which is made publically available on the Company’swebsite: - http://anteotech.com/wp content/uploads/141511_Risk_Management_Policy.pdf

The Board has required management to design and implement a risk management and internal control system to manage the entity’s material business risk and continually receives reports from the executive team as to the effectiveness of the Company’s management of its material business risks.

RESPONSIBLE AND ETHICAL BEHAVIOUR - CODE OF CONDUCT

The Board has adopted a corporate code of conduct to ensure that each of its members and all employees are aware of the requirement to adhere to best principles of ethical standards which encompass:

• The management of conflicts of interest to ensure that Directors and executives act in the best interests of all stakeholders in the business.

• Compliance with all laws and regulatory requirements.

• Adoption of acceptable standards of custodianship and use of Company assets.

• Ensuring that all Company information remains confidential except where disclosure is either authorised by the Board or legally mandated.

• Enforcement of accountabilities and the fostering of an environment in which all officers and employees can identify and bring to the attention of Directors any unlawful or unethical behaviour.

A full copy of the Company’s Code of Conduct is publically available on the Company’s website at:

• http://anteotech.com/wp content/uploads/141513_Corporate_Code_of_Conduct.pdf

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TRADING IN THE COMPANY’S SHARES

The Company’s policy regarding Directors, officers and employees trading in its securities, is set by the Board of Directors. The policy restricts Directors, officers and employees from acting on material information until it has been released to the market.

The period in which Directors, officers and employees can deal in the Company’s securities provided the market is fully informed, is not later than 28 days, after the release of each quarterly cash flow report, the yearly or half yearly profit announcement to the ASX, any disclosure document offering securities in the Company, and after the Annual General Meeting of the Company.

Outside this period, in the current environment by which companies are required to maintain a continuously informed market, Directors, officers or employees may buy or sell subject to specific approval by the Chairman or by the Board.

The company has a policy to ensure that where share options or securities are provided to executives and employees as a component of remuneration or incentive schemes, the holders of those options or securities must not enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk or participating in the scheme.

A full copy of the of the Company’s policy for trading in the Company’s shares is publically available on the Company website:

• http://anteotech.com/wp content/uploads/141517_Dealing_in_Securities_Policy.pdf

CONTINUOUS DISCLOSURE

The Company’s shares are traded on the ASX and the Company is subject to the ASX Listing Rules.

The responsibility for ensuring that the continuous disclosure requirements of ASX Listing Rule 3.1 are complied with is vested in the Board and the Company Secretary.

All meetings of the Board incorporate a standing agenda item advising the Directors of any disclosure that is required prior to the next scheduled meeting. Confirmation is provided of the release of any items since the previous meeting.

In addition the Directors are asked to consider whether they have become aware of information concerning the Company that could reasonably be expected to have an impact on the price or value of the Company’s securities.

This includes new information that has arisen or, if necessary, amendments to information previously disclosed to the market.

The responsibility for deciding what information is disclosed to the market rests with the Chairman of the Board. Where appropriate all disclosure articles are approved by the Board of Directors prior to release to the market.

All Directors and executives have been made aware of their obligations to ensure that the Company complies at all times with the ASX Listing Rules.

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A full copy of the Company’s continuous disclosure policy is made publically available on the Company’s website:

• http://anteotech.com/wp content/uploads/141514_Continuous_Disclosure_Policy.pdf

DIVERSITY

The Board has adopted a Diversity Policy which is publically available on the Company’s website at

• http://anteotech.com/wp content/uploads/141516_Diversity_Policy.pdf

Anteo Diagnostics recognises its talented and diverse workforce as a key competitive advantage. Our business success is a reflection of the quality and skill of our people. Our diversity policy encompasses differences in ethnicity, gender, language, age, sexual orientation, religion, socioeconomic status, physical and mental ability, thinking styles, experience, and education and our policy encompasses both recruitment and management of human resources on the basis of diversity.

Anteo Diagnostics is committed to seeking out and retaining the finest human talent to ensure top business growth and performance and to employing the best people to do the best job possible at all levels within the Company.

Anteo Diagnostics’ workforce is diverse across many dimensions.

Ethnic Diversity

Total	Australian	European	Asian	Americas	African
26	10	6	7	2	0

Gender Diversity	Male Female	Male Female
Total Staff	15	11
Senior Executives/Directors	3	1
Non-Executives Directors	2	1

Languages Spoken: English, Portuguese, Cantonese, Mandarin, Malay, Japanese, Russian, German, Spanish, Polish, Zulu, and Afrikaans.

Education Diversity

Total	PhD	Masters	Bachelor	Other Qualifications
26	7		16	3

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Anteo is committed to maintaining diversity within its workforce at all levels, and to this end sets a minimum target of 15% of women in board and senior executive positions to encourage gender diversity. Such targets are important but the overriding factor will be the employment of the best person for the role.

RESPECTING THE RIGHTS OF SHAREHOLDERS

The Company communicates with shareholders through the following media:

• All announcements that may affect the price of the Company’s securities are released to the market through the ASX.

• Following this all announcements are placed onto the Company’s website:

• http://anteotech.com/investors/annual reports

• Any press releases are also placed on the Company’s website :

http://anteotech.com/contact-us

• It is Company policy that updates are made available to all shareholders at regular intervals.

• It is Company policy to encourage shareholder attendance at the annual general meeting.

A full copy of the Company’s policy on shareholder communication is made publically available on the Company’s website:

• http://anteotech.com/wp content/uploads/141515_Shareholder_Communications_Policy.pdf

August 24, 2015