ANTEOTECH LTD - Governance Information 2017

Updated 6 October 2017

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CORPORATE GOVERNANCE STATEMENT

1. Introduction

The Anteo Group (ADO or Group) comprises Anteo Diagnostics Limited and its subsidiaries as listed in the Annual Report.

The shares of Anteo Diagnostics Limited are listed on the Australian Securities Exchange (ASX). The ASX Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations’ (Principles) provide a framework for good corporate governance. The recommendations are not prescriptive, however listed entities are required to disclose the extent of their compliance and, if any Principles have not been found, must give reasons for not following them.

ADO is committed to meeting Shareholders’ expectations of sound corporate governance, while delivering sustainable value to Shareholders. ADO recognises the importance of good governance in achieving corporate objectives in a cost-effective manner, in discharging its responsibilities to all stakeholders and in addressing the broader role of being a good corporate citizen.

ADO’s governance framework is designed to ensure that the Group is effectively managed, statutory obligations are met, and ADO’s culture of corporate integrity is reinforced.

ADO has provided details of the corporate governance practices, systems and processes in place within ADO in this statement and in the corporate governance policies on its website. The statement and policies which were followed throughout the year are approved by the Board and updated periodically.

In accordance with ASX Listing Rule 4.10.3 the corporate governance statement and key policy information will be available only on the website https://www.anteotech.com/corporate_governance_policy and not published in annual reports.

2. Principle 1 – Lay solid foundations for management and oversight

2.1 Roles and responsibilities of the Board and management

The Board is responsible to shareholders for the performance of ADO 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: https://www.anteotech.com/corporate_governance_policy. The Charter sets out the matters specifically reserved for the Board and the powers delegated to its Committees and to the Group CEO.

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

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2.2 Appointment of Directors

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 Résumés 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. https://www.anteotech.com/corporate_governance_policy.

2.3 Company Secretary

The Company Secretary reports directly to the Board through the Chairman.

2.4 Diversity

The Board has adopted a Diversity Policy which is publicly available on the Company’s website at https://www.anteotech.com/corporate_governance_policy.

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, socio-economic 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.

Gender Diversity	Male No.	Female No.	Male %	Female %
Total Staff	7	8	47%	53%
Senior Executives	1	-	-%	100%
Non-ExecutivesDirectors	5	-	100%	-%

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. At the time of releasing this Statement, there were no Board or senior executives that were women.

2.5 Evaluation of the Board

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.

The Company did not comply with Recommendation 1.6 as there was no performance evaluation undertaken of the Board, its committees and individual directors. This is due to a number of changes at the Board level during the year and due to the uncertainty with respect to the financing of its previously held DIAsource business which was sold and ultimately settled in September 2017. The board intends conduct an external evaluation of the Board’s performance in the 2018 financial year.

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2.6 Evaluation of senior executives

The Company’s Group CEO is appointed by the Board, and its senior executives are appointed by the Group CEO. Their key performance indicators contain specific financial and other objectives. These KPIs are reviewed annually by the Board in respect of the Group CEO’s KPI’s and by the Group CEO in respect of the Senior Executive’s KPI’s. The performance of the Group 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.

The Company did not comply with Recommendation 1.7 as there was no performance evaluation completed for Mr Jef Vangenechten the Group CEO during the period. Mr Vangenechten was appointed on 14 June 2016 and was due for a performance review at the end of the reporting period. At that time the Company was not in a position to undertake a performance review as the Company and Group CEO were focused on the divestment of the DIAsource business which was completed in September 2017 at which point Mr Vangenechten resigned.

3. Principle 2 – Structure the board to add value

3.1 Remuneration and Nomination Committee

The Remuneration and Nomination Committee members during year, their appointment and resignations dates from the committee and the number of meetings held and attended are provided below:

Members	Position	Held1	Attended
Alan Studley	Independent Committee Chairman (appointed16May2017)	-	-
Geoff Cumming	Non-executive Director (appointed16May2017)	-	-
Rolf Sickman	Non-executive Director (appointed16May2017)	-	-
Richard Martin	Non-executive Director (resigned 16 May 2017)	1	1
John Hurrell	Independent Chairman (resigned16May2017)	1	1

1 Held means the number of meetings held during the time the director was a member of the committee.

The 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: https://www.anteotech.com/corporate_governance_policy

The Committee 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.

The Company does not comply with Recommendation 2.1 as the majority of the Committee members are not considered to be independent at the reporting date. The Company has undergone a significant period of uncertainty with respect to the financing of its previously held DIAsource business which was sold and ultimately settled in September 2017. The uncertainty during this period limited the options available to the board in recruiting Independent Directors. The Company is currently undertaking a review of the strategy of the Company, the skills required of the board and the current composition of the board which will include the independent aspects of each of the members of the Board.

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3.2 Directors’ 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.

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

3.3 Directors’ independence

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
Geoffrey Cumming	Non-executive	January 2009
John Hurrell	Independent as at reporting date and since 1 September 2017 has been appointed to an Interim Executive position	February 2013
AlanStudley	Independent	May11 2017
RichardMartin	Non-executive	September 2005
RolfSickman	Non-executive	January2016

An independent director is a non-executive director who is not a member of management and who is free of any business or other relationship that could interfere, or might be seen to interfere, with a director’s capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of ADO shareholders generally. In its assessment of independence, the Board will take account of the factors set out in relation to Recommendation 2.3 of the ASX Corporate Governance Principles & Recommendations (3[rd] Edition) and any other factors it considers relevant.

As both Mr Richard Martin and Mr Geoffrey Cumming, were executives of ADO in the last three years, neither director are considered Independent. Mr Rolf Sickman has a material personal interest in the previously owned DIAsource business, therefore is not considered independent.

Profiles of each Director, including details of their skills, expertise, qualifications and experience can be found in the Directors’ report. Directors’ interests in securities are detailed in the Remuneration Report contained in the Directors’ Report (within the Annual Report).

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The Company does not comply with Recommendation 2.4 as the majority of the Board is currently not considered to be independent at the reporting date. The Company has undergone a significant period of uncertainty with respect to the financing of its previously held DIAsource business which was sold and ultimately settled in September 2017. The uncertainty during this period limited the options available to the board in recruiting Independent Directors. The Company is currently undertaking a review of the strategy of the Company, the skills required of the board and the current composition of the board which will include the independent aspects of each of the members of the Board.

3.4 The Chairman

Mr Hurrell, our Chairman, was appointed by the Board to the Independent Chairman’s role on 30 November 2016 and prior to this was a Non-executive Director. Mr Hurrell was an Independent Chairman upon his appointment and up to the 1 September 2017. Mr Hurrell has since been appointed as Interim Executive Chairman on 1 September 2017 for an initial period of 3 months while the Board assess its strategy and searches for an appropriate Chief Executive Officer.

Mr Mark Bouris, the Company’s previous Chairman, was independent during the financial year for the period he was Chairman of the Company.

The Chairman 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.

3.5 Appointment, induction, retirement and re-election

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. https://www.anteotech.com/corporate_governance_policy

4. Principle 3 – Act ethically and responsibly

4.1 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.

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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 publicly available on the Company’s website at https://www.anteotech.com/corporate_governance_policy.

4.2 Whistle blowing

ADO is committed to promoting a culture of corporate compliance and ethical behaviour. The best way to fulfil this commitment is to create an environment in which employees who have genuine suspicions about improper conduct feel safe to report it without fear of reprisal.

The Whistle Blowing Policy provides employees with an internal reporting system where there is genuine suspicion of improper conduct. Any report made in good faith will be listened to, investigated and treated in confidence. ADO will take all reasonable steps to protect people who report concerns from any detrimental action in reprisal for making the disclosure. ADO will also afford natural justice to the person who is the subject of the disclosure.

This Policy is very important to ADO, as it helps ADO identify and rectify problems and reflects the Group’s commitment to ensure its compliance with legal and ethical obligations.

4.3 Securities trading

The objective of the Securities Trading Policy is to ensure that Directors and employees adhere to high ethical and legal standards in relation to their personal investment in the ADO Group’s securities. The Policy also ensures that personal investments of Directors and employees do not conflict with the interests of the ADO Group and other shareholders in relation to the ADO Group’s securities.

The policy is not designed to prohibit Directors and employees from investing in ADO’s securities but does recognise that there may be times when Directors or employees cannot or should not invest in the ADO Group’s securities. The policy provides guidance to Directors and employees as to the times that Directors and employees may invest in the ADO Group’s securities.

5. Principle 4 – Safeguard integrity in corporate reporting

5.1 Audit and Risk Committee

The Board has established an audit committee that operates under the Audit and Risk Committee Charter.

Members	Position	Held1	Attended
Alan Studley	Independent Committee Chairman (appointed16May2017)	-	-
Geoff Cumming	Non-executive Director Committee Chairman (appointed 28 September 2016 resigned as Chairman 16May2017)	2	2
Rolf Sickman	Non-executive Director (appointed28 September 2016)	2	2
Richard Martin	Non-executive Director (resigned29 September 2017)	3	3
John Hurrell	Non-executive Director (resigned29 September 2017)	1	1
Sandra Andersen	Non-Executive Director (resigned24 August2017)	1	-

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1 Held means the number of meetings held during the time the director was a member of the committee.

https://www.anteotech.com/corporate_governance_policy.

The 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’ résumés section in our Annual Report.

The committee does not comply with Recommendation 4.1, in that the majority of the Committee members are not considered to be independent. The Company has undergone a significant period of uncertainty with respect to the financing of its previously held DIAsource business which was sold and ultimately settled in September 2017. The uncertainty during this period limited the options available to the board in recruiting Independent Directors. The Company is currently undertaking a review of the strategy of the Company, the skills required of the board and the current composition of the board which will include the independent aspects of each of the members of the Board.

5.2 Group CEO’s and Group CFO’s declaration

The Board receives a declaration signed by the Group CEO and Group CFO as required by section 295A of the Corporations Act and Recommendation 4.2 confirming that, in their opinion, the financial records of ADO have been properly maintained, that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of ADO, and that their opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. A declaration was made for each reporting period this financial year.

5.3 External auditors

The Audit and Risk Committee is responsible for making recommendations to the Board in regard to the appointment, re-appointment, replacement, remuneration and monitoring of the effectiveness and independence of the external auditors.

In line with requirements of the Corporations Act and professional standards, ADO requires the audit partners and review partners of its external auditor to rotate every 5 years. The External Auditor must manage its audit team members to ensure adequate rotation of staff. The members of the Audit and Risk Committee meet with the external auditor when required without management present.

The Board asks the external auditor to attend the Annual Meeting each year to answer questions about the conduct of the audit and the preparation and content of the Audit Report.

6. Principle 5 – Make timely and balanced 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.

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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.

A full copy of the Company’s continuous disclosure policy is made publicly available on the Company’s website, https://www.anteotech.com/corporate_governance_policy.

7. Principle 6 – Respect the rights of shareholders

7.1 Investor communications

The Board has adopted a shareholder Communications Policy which is designed to ensure that ADO shareholders are kept informed of all major developments affecting the state of affairs of ADO and are able to obtain information about ADO through direct communications or on the ADO website. https://www.anteotech.com/corporate_governance_policy. Shareholders can receive or send communications electronically or in hard copy.

ADO prepares Annual Reports for investors for each financial year ending 30 June. These reports are posted to ADO’s website following their release to the ASX.

Shareholders can directly raise matters of concern by contacting ADO or its security register provider, Boardroom Limited www.boardroomlimited.com.au.

7.2 Annual General Meetings

ADO holds an Annual General Meeting (AGM) in November each year. ADO encourages security holder participation in the AGM. Notices and proxy forms are sent to shareholders in advance of the meeting. A copy of the notice is posted to ADO’s website.

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8. Principle 7 – Recognise and manage risk

8.1 Audit and Risk Committee

The Board has adopted policies relating to risk management as part of the Audit and Risk Committee (Committee) Charter. The Committee is responsible for reviewing risk management policies developed and implemented by management, gaining an understanding of the current areas of greatest compliance risk, receiving updates from management, legal counsel, auditors and others regarding risk management and compliance matters and reviewing any significant legal matters.

The composition and operation of the Committee is summarised in Principle 4 of this Corporate Governance Statement.

The committee does not comply with Recommendation 7.1, in that the majority of the Committee members are not considered to be independent. The Company has undergone a significant period of uncertainty with respect to the financing of its previously held DIAsource business which was sold and ultimately settled in September 2017. The uncertainty during this period limited the options available to the board in recruiting Independent Directors. The Company is currently undertaking a review of the strategy of the Company, the skills required of the board and the current composition of the board which will include the independent aspects of each of the members of the Board.

8.2 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.

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 publicly available on the Company’s website, https://www.anteotech.com/corporate_governance_policy.

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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.

8.3 Internal audit function

The day to day operation of risk management systems and internal and external controls is delegated by the Board to the Group CEO, with oversight by the Audit and Risk Committee. ADO does not have an internal audit function due to the size, nature and scale of its operations.

8.4 Economic, environmental and social sustainability risks

The Board has assessed and determined that there are no material environmental or social sustainability risks affecting ADO.

The Principles define ‘material exposure’ as a ‘real possibility that the risk in question could substantively impact the listed entity’s ability to create or preserve value for shareholders over the short, medium or long term’.

The Board has determined that it does not have a material exposure to economic, environmental or social sustainability risks. Further information regarding economic, environmental and social sustainable risk can be found in the Directors’ Report (contained within the Annual Report).

The Board will continue to monitor its exposure through management’s regular review of the risk environment and, if necessary, develop plans to address any identified or emerging risks.

9. Principle 8 – Remunerate fairly and responsibly

9.1 Remuneration function

The Board has adopted policies relating to remuneration as part of the Nomination and Remuneration (Committee) Charter.

Responsibilities under this Charter include:

(a) regularly reviewing and making recommendations as to the structure of remuneration packages of senior executives, Non-executive Directors and Executive Directors;
(b) equity-based incentive plans; and
(c) other employee benefit programs

The composition and operation of the Committee is summarised in Principle 2 of this Corporate Governance Statement.

The committee does not comply with Recommendation 8.1, in that the majority of the Committee members are not considered to be independent. The Company has undergone a significant period of uncertainty with respect to the financing of its previously held DIAsource business which was sold and ultimately settled in September 2017. The uncertainty during this period limited the options available to the board in recruiting Independent Directors. The Company is currently undertaking a review of the strategy of the Company, the skills required of the board and the current composition of the board which will include the independent aspects of each of the members of the Board.

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9.2 Remuneration of Directors and equity based remuneration.

Information regarding the 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

Complied Note

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10. Corporate Governance Summary

Corporate Governance Council principle

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 Board Charter is available on ADO’s website. Delegations to management are authorised by the Board.

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.

✓

ADO conducts appropriate checks for candidates.

ADO provides material information in its possession to security holders relevant to a decision 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.

✓

ADO enters into formal written agreements with each Director and senior executive.

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 Company Secretary is appointed by the Board and accountable directly to the Board through the Chairman.

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

✓

The Diversity Policy is available on ADO’s website.

The proportions of men and women within ADO are disclosed in the Corporate Governance Statement.

(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

Note

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Corporate Governance Council principle Complied 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.
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 x
(b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in according with that process.
1.7 A listed entity should: (a) have and disclose a process for x 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 performance evaluation process is an annual internal assessment.

This was not completed due to changes on the Board during the reporting period and the uncertainty in relation to the financing and ultimate sale of the DIAsource Business. The board intends to conduct an external evaluation of the Boards performance in the 2018 financial year.

Due to the timing of the appointment of the group CEO, the timing of the sale process of DIAsource and the resignation of the CEO the Company did not comply with Recommendation 1.7.

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; x 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

The charter for the Committee can be found on the ADO website.

The members of the Committee are detailed in the Corporate Governance statement. The Committee does not have a majority of directors that are independent. Due to the sale process of DIAsource the company was unable to attract appropriate Independent Directors however it is currently reviewing the composition of the Board.

Complied

Note

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Corporate Governance Council principle discharge its duties and responsibilities effectively.

The skills and experience of the Directors are disclosed in the Corporate Governance Statement.

2.2 A listed entity should have and disclose a The skills and experience of board skills matrix setting out the mix of skills ✓ the Directors are disclosed in and diversity that the board currently has or the Corporate Governance is looking to achieve in its membership. Statement. 2.3 A listed entity should disclose: (a) the names of the directors Refer the Corporate considered by the board to be Governance Statement for independent directors; the classification of each (b) if a director has an interest, position, director and the Annual association of relationship of the type ✓ Report for period of service. 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. 2.4 A majority of the board of a listed entity x At the reporting date, two of should be independent directors. the five Directors were independent. Due to the sale process of DIAsource the company was unable to attract appropriate Independent Directors however it is currently reviewing the composition of the Board. 2.5 The chair of the board of a listed entity The Chairman of the should be an independent director and, in ✓ Company was independent particular, should not be the same person as during the period. the CEO of the entity. 2.6 A listed entity should have a program for ADO provides new Directors inducting new directors and provide with an induction when they appropriate professional development are appointed and ✓ opportunities for directors to develop and appropriate development maintain the skills and knowledge needed to opportunities on an ongoing perform their role as directors effectively. basis. Principle 3 – Act ethically and responsibly 3.1 A listed entity should: The Code of Conduct for (a) have a code of conduct for its Directors and Senior directors, senior executives and ✓ Executives and Code of employees; and Conduct for Employees is (b) disclose that code or a summary of available on ADO’s website. it. Principle 4 – Safeguard integrity in financial reporting 4.1 The board of a listed entity should: The Board has established (a) have an audit committee which: x the Audit and Risk (1) has at least three members, all Committee. The charter of of whom are non-executive the committee is available on

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Corporate Governance Council principle

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 that:

(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

Complied

Note

ADO’s website.

(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.

4.2 The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its Group CEO and Group 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.

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 Board has received a declaration from the Group CEO and Group CFO in accordance with this recommendation for this reporting period.

The Board asks the external auditor to attend the Annual Meeting each year to answer questions about the conduct of the audit and the preparation and content of the Audit Report.

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

✓

The Continuous Disclosure Policy is available on ADO’s website.

(b) disclose that policy or a summary of it.

Principle 6 – Respect the rights of shareholders

6.1 A listed entity should provide information about itself and its governance to investors via its website.

✓

ADO maintains a website www.anteodx.com

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Corporate Governance Council principle

6.2 A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.
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.

Complied

✓ ✓

Note

The Shareholder Communications Policy is available on ADO’s website.

The shareholder Communications Policy is available on ADO’s website.

6.4 A listed entity should give shareholders the option to receive communications from, and send communications to, the entity and its security registry electronically.
✓

Shareholders can receive or send communications electronically or in hard copy.

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: x (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 through 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 Board has adopted policies relating to risk management as part of the Audit and Risk Committee Charter, which is available on ADO’s website.

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 been taken.

ADO has a risk management framework which is detailed in the Risk Management Policy. The Board reviews the risk management framework at least annually. It has received a report from management as to the effectiveness of the ADO’s management of material business risks.

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

✓

The day to day operation of risk management systems and internal and external controls is delegated by the Board to the Group CEO, with

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Corporate Governance Council principle

function, that fact and the processes it employs for evaluating and improving the effectiveness of its risk management and internal control processes.

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.

Complied

✓

Note

oversight by the Audit and Risk Committee.

ADO does not have an internal audit function due to the size, nature and scale of its operations.

ADO is licensed under the Queensland Health (Drugs and Poisons) Regulations 1996 for the use and storage of chemicals for research use. ADO complies with all Workplace, Health and Safety requirements.

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 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.

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.

✓

The charter for the Committee can be found on the ADO website.

This information is disclosed in the Remuneration Report contained in the Directors’ Report (contained within the Annual Report) and the Corporate Governance Statement.

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

✓

ADO’s Dealing in Securities Policy address this Recommendation.

(b) disclose that policy or a summary of it.

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Further Information

If you have any questions regarding this Statement you should contact:

Contact: Company Secretary Anteo Diagnostics Limited Telephone: 07 3219 0553 Email: [email protected]

AI assistant

ANTEOTECH LTD — Governance Information 2017

64304_rns_2017-10-05_ffd97538-7876-4a3e-8694-326a84dc90d2.pdf

CORPORATE GOVERNANCE STATEMENT

1. Introduction

2. Principle 1 – Lay solid foundations for management and oversight

2.1 Roles and responsibilities of the Board and management

2.2 Appointment of Directors

2.3 Company Secretary

2.4 Diversity

2.5 Evaluation of the Board

2.6 Evaluation of senior executives

3. Principle 2 – Structure the board to add value

3.1 Remuneration and Nomination Committee

3.2 Directors’ skills and experience

3.3 Directors’ independence

3.4 The Chairman

3.5

Appointment, induction, retirement and re-election

4. Principle 3 – Act ethically and responsibly

4.1 Code of Conduct

4.2 Whistle blowing

4.3 Securities trading

5. Principle 4 – Safeguard integrity in corporate reporting

5.1 Audit and Risk Committee

5.2 Group CEO’s and Group CFO’s declaration

5.3 External auditors

6. Principle 5 – Make timely and balanced disclosure

7. Principle 6 – Respect the rights of shareholders

7.1 Investor communications

7.2 Annual General Meetings

8. Principle 7 – Recognise and manage risk

8.1 Audit and Risk Committee

8.2 Risk management

8.3 Internal audit function

8.4 Economic, environmental and social sustainability risks

9. Principle 8 – Remunerate fairly and responsibly

9.1 Remuneration function

9.2 Remuneration of Directors and equity based remuneration.

10. Corporate Governance Summary

Principle 1 – Lay solid foundations for management and oversight

Corporate Governance Council principle

Complied

Note

Principle 5 – Make timely and balanced disclosure

Principle 6 – Respect the rights of shareholders

Corporate Governance Council principle

Complied

Note

Principle 7 – Recognise and manage risk

Corporate Governance Council principle

Complied

Note

Principle 8 – Remunerate fairly and responsibly

Further Information

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ANTEOTECH LTD Governance Information 2017