Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

ASSET VISION CO LTD Governance Information 2021

Aug 30, 2021

64438_rns_2021-08-30_59d36065-3223-4921-ae8f-fcb0a27b98d1.pdf

Governance Information

Open in viewer

Opens in your device viewer

FUTURE FIRST TECHNOLOGIES LIMITED ABN: 50 164 718 361

APPENDIX 4G CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED

30 JUNE 2021

Rules 4.7.3 and 4.10.3[1]

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The

Page 1

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

FUTURE FIRST TECHNOLOGIES LTD

ABN / ARBN:

Financial year ended:

50 164 718 361 30 June 2021

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

☐ These pages of our annual report:

  • This URL on our website: https://futurefirsttech.io/_files/pdfs/corporate-governance-

  • ☒ statement.pdf

The Corporate Governance Statement is accurate and up to date as at 30 August 2021 and has been approved by the Board.

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

Date: 31 August 2021

==> picture [73 x 31] intentionally omitted <==

Vesna Jelesic

Company Secretary

corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period. Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

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

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

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

Page 2

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …
We have NOT followed the recommendation in full for
the whole of the period above. We have disclosed …4
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should disclose:
(a)
the respective roles and responsibilities of its
board and management; and
(b)
those matters expressly reserved to the board
and those delegated to management.
… the fact that we follow this recommendation:

in our Corporate Governance Statement

an explanation why that is so in our Corporate
Governance StatementOR

we are an externally managed entity and this
recommendation is therefore not applicable
1.2 A listed entity should:
(a)
undertake appropriate checks before appointing a
person, or putting forward to security holders a
candidate for election, as a director; and
(b)
provide security holders with all material
information in its possession relevant to a
decision on whether or not to elect or re-elect a
director.
… the fact that we follow this recommendation:
☒in our Corporate Governance Statement

an explanation why that is so in our Corporate
Governance StatementOR

we are an externally managed entity and this
recommendation is therefore not applicable
1.3 A listed entity should have a written agreement with
each director and senior executive setting out the terms
of their appointment.
… the fact that we follow this recommendation:

in our Corporate Governance Statement

an explanation why that is so in our Corporate
Governance StatementOR

we are an externally managed entity and this
recommendation is therefore not applicable
1.4 The company secretary of a listed entity should be
accountable directly to the board, through the chair, on
all matters to do with the proper functioning of the
board.
… the fact that we follow this recommendation:
☒in our Corporate Governance Statement

an explanation why that is so in our Corporate
Governance StatementOR

we are an externally managed entity and this
recommendation is therefore not applicable

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

Page 3

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …
We have NOT followed the recommendation in full for
the whole of the period above. We have disclosed …4
1.5 A listed entity should:
(a)
have a diversity policy which includes
requirements for the board or a relevant
committee of the board to set measurable
objectives for achieving gender diversity and to
assess annually both the objectives and the
entity’s progress in achieving them;
(b)
disclose that policy or a summary of it; and
(c)
disclose as at the end of each reporting period the
measurable objectives for achieving gender
diversity set by the board or a relevant committee
of the board in accordance with the entity’s
diversity policy and its progress towards achieving
them and either:
(1) the respective proportions of men and women
on the board, in senior executive positions and
across the whole organisation (including how
the entity has defined “senior executive” for
these purposes); or
(2) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
… the fact that we have a diversity policy that complies
with paragraph (a):
☒in our Corporate Governance Statement
… and a copy of our diversity policy or a summary of it:

https://futurefirsttech.io/_files/pdfs/diver
sity-policy.pdf
… and the measurable objectives for achieving gender
diversity set by the board or a relevant committee of the
board in accordance with our diversity policy and our
progress towards achieving them:
☒in our Corporate Governance Statement
… and the information referred to in paragraphs (c)(1) or
(2):
☒in our Corporate Governance Statement

an explanation why that is so in our Corporate
Governance StatementOR

we are an externally managed entity and this
recommendation is therefore not applicable
1.6 A listed entity should:
(a)
have and disclose a process for periodically
evaluating the performance of the board, its
committees and individual directors; and
(b)
disclose, in relation to each reporting period,
whether a performance evaluation was
undertaken in the reporting period in accordance
with that process.
… the evaluation process referred to in paragraph (a):
☒in our Corporate Governance Statement
… and the information referred to in paragraph (b):
☒in our Corporate Governance Statement

an explanation why that is so in our Corporate
Governance StatementOR

we are an externally managed entity and this
recommendation is therefore not applicable

Page 4

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …
We have NOT followed the recommendation in full for
the whole of the period above. We have disclosed …4
1.7 A listed entity should:
(a)
have and disclose a process for periodically
evaluating the performance of its senior
executives; and
(b)
disclose, in relation to each reporting period,
whether a performance evaluation was
undertaken in the reporting period in accordance
with that process.
… the evaluation process referred to in paragraph (a):
☒in our Corporate Governance Statement
… and the information referred to in paragraph (b):
☒in our Corporate Governance Statement

an explanation why that is so in our Corporate
Governance StatementOR

we are an externally managed entity and this
recommendation is therefore not applicable

Page 5

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …
We have NOT followed the recommendation in full for
the whole of the period above. We have disclosed …4
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1 The board of a listed entity should:
(a)
have a nomination committee which:
(1) has at least three members, a majority of
whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b)
if it does not have a nomination committee,
disclose that fact and the processes it employs
to address board succession issues and to
ensure that the board has the appropriate
balance of skills, knowledge, experience,
independence and diversity to enable it to
discharge its duties and responsibilities
effectively.
… and a copy of the charter of the committee:
☒in our Remuneration and Nomination Committee
Charter, located at
https://futurefirsttech.io/_files/pdfs/remunerati
on-and-nomination-committee-charter.pdf
… and the information referred to in paragraphs (4) and
(5) in: Principle 2 of our Corporate Governance
Statement and in our Directors’ Report (and the
accompanying ‘Board and Committee meeting
attendance’ section) in the 2021 Future First
Technologies Annual Report.

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.
… our board skills matrix:
☒in our Corporate Governance Statement

an explanation why that is so in our Corporate
Governance StatementOR

we are an externally managed entity and this
recommendation is therefore not applicable

Page 6

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …
We have NOT followed the recommendation in full for
the whole of the period above. We have disclosed …4
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
… and the length of service of each director:
☒in our Directors’ Report – 2021 Annual Report

an explanation why that is so in our Corporate
Governance Statement
2.4 A majority of the board of a listed entity should be
independent directors.
… the fact that we follow this recommendation:
☒in our Corporate Governance Statement

an explanation why that is so in our Corporate
Governance StatementOR

we are an externally managed entity and this
recommendation is therefore not applicable
2.5 The chair of the board of a listed entity should be an
independent director and, in particular, should not be
the same person as the CEO of the entity.
… the fact that we follow this recommendation:
☒in our Corporate Governance Statement

an explanation why that is so in our Corporate
Governance StatementOR

we are an externally managed entity and this
recommendation is therefore not applicable
2.6 A listed entity should have a program for inducting
new directors and provide appropriate professional
development opportunities for directors to develop
and maintain the skills and knowledge needed to
perform their role as directors effectively.
… the fact that we follow this recommendation:
☒in our Corporate Governance Statement

an explanation why that is so in our Corporate
Governance StatementOR

we are an externally managed entity and this
recommendation is therefore not applicable
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1 A listed entity should:
(a)
have a code of conduct for its directors, senior
executives and employees; and
(b)
disclose that code or a summary of it.
… our code of conduct or a summary of it:
☒in our Corporate Governance Statement
☐an explanation why that is so in our Corporate
Governance Statement

Page 7

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …
We have NOT followed the recommendation in full for
the whole of the period above. We have disclosed …4
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1 The board of a listed entity should:
(a)
have an audit committee which:
(1) has at least three members, all of whom are
non-executive directors and a majority of
whom are independent directors; and
(2) is chaired by an independent director, who is
not the chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of
the members of the committee; and
(5) in relation to each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b)
if it does not have an audit committee, disclose
that fact and the processes it employs that
independently verify and safeguard the integrity
of its corporate reporting, including the
processes for the appointment and removal of
the external auditor and the rotation of the audit
engagement partner.
… and a copy of the charter of the committee:
☒at
https://futurefirsttech.io/_files/pdfs/audit-
and-risk-management-committee-
charter.pdf
… and the information referred to in paragraphs (4) and
(5):
☒in our Directors’ Report – 2021 Annual Report

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 Charter, located at
https://futurefirsttech.io/_files/pdfs/corporate-
governance-statement.pdf

an explanation why that is so in our Corporate
Governance Statement

Page 8

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …
We have NOT followed the recommendation in full for
the whole of the period above. We have disclosed …4
4.3 A listed entity that has an AGM should ensure that its
external auditor attends its AGM and is available to
answer questions from security holders relevant to
the audit.
… the fact that we follow this recommendation:
☒in our Corporate Governance Statement

an explanation why that is so in our Corporate
Governance StatementOR

we are an externally managed entity that does not
hold an annual general meeting and this
recommendation is therefore not applicable
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should:
(a)
have a written policy for complying with its
continuous disclosure obligations under the
Listing Rules; and
(b)
disclose that policy or a summary of it.
… our continuous disclosure compliance policy or a summa
it:
☒athttps://futurefirsttech.io/_files/pdfs/continuous-
disclosure-and-external-communications-policy.pdf


an explanation why that is so in our Corporate
Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself
and its governance to investors via its website.
… information about us and our governance on our
website:
☒athttps://futurefirsttech.io/investors

an explanation why that is so in our Corporate
Governance Statement
6.2 A listed entity should design and implement an
investor relations program to facilitate effective two-
way communication with investors.
… the fact that we follow this recommendation:
☒in our Corporate Governance Statement

an explanation why that is so in our Corporate
Governance Statement
6.3 A listed entity should disclose the policies and
processes it has in place to facilitate and encourage
participation at meetings of security holders.
… our policies and processes for facilitating and
encouraging participation at meetings of security holders:

in our Corporate Governance Statement

an explanation why that is so in our Corporate
Governance StatementOR

we are an externally managed entity that does not
hold periodic meetings of security holders and this
recommendation is therefore not applicable
6.4 A listed entity should give security holders the option
to receive communications from, and send
communications to, the entity and its security registry
electronically.
… the fact that we follow this recommendation:
☒in our Corporate Governance Statement

an explanation why that is so in our Corporate
Governance Statement

Page 9

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …
We have NOT followed the recommendation in full for
the whole of the period above. We have disclosed …4
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a)
have a committee or committees to oversee
risk, each of which:
(1) has at least three members, a majority of
whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b)
if it does not have a risk committee or
committees that satisfy (a) above, disclose that
fact and the processes it employs for
overseeing the entity’s risk management
framework.
… and a copy of the charter of the committee:
☒at
https://futurefirsttech.io/_files/pdfs/audit-
and-risk-management-committee-
charter.pdf
… and the information referred to in paragraphs (4) and
(5):
☒in our Directors’ Report – 2021 Annual Report
[If the entity complies with paragraph (b):]
… the fact that we do not have a risk committee or
committees that satisfy (a) and the processes we employ
for overseeing our risk management framework:
☒in our Corporate Governance Statement

an explanation why that is so in our Corporate
Governance Statement
7.2 The board or a committee of the board should:
(a)
review the entity’s risk management framework
at least annually to satisfy itself that it continues
to be sound; and
(b)
disclose, in relation to each reporting period,
whether such a review has taken place.
… the fact that board or a committee of the board reviews
the entity’s risk management framework at least annually
to satisfy itself that it continues to be sound:
☒in our Corporate Governance Statement
… and that such a review has taken place in the reporting
period covered by this Appendix 4G:
☒in our Corporate Governance Statement

an explanation why that is so in our Corporate
Governance Statement

Page 10

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …
We have NOT followed the recommendation in full for
the whole of the period above. We have disclosed …4
7.3 A listed entity should disclose:
(a)
if it has an internal audit function, how the
function is structured and what role it performs;
or
(b)
if it does not have an internal audit function, that
fact and the processes it employs for evaluating
and continually improving the effectiveness of
its risk management and internal control
processes.
[If the entity complies with paragraph (b):]
… the fact that we do not have an internal audit function
and the processes we employ for evaluating and
continually improving the effectiveness of our risk
management and internal control processes:
☒in our Corporate Governance Statement

an explanation why that is so in our Corporate
Governance Statement
7.4 A listed entity should disclose whether it has any
material exposure to economic, environmental and
social sustainability risks and, if it does, how it
manages or intends to manage those risks.
… whether we have any material exposure to economic,
environmental and social sustainability risks and, if we
do, how we manage or intend to manage those risks:
☒in our Corporate Governance Statement

an explanation why that is so in our Corporate
Governance Statement

Page 11

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the
whole of the period above. We have disclosed …
We have NOT followed the recommendation in full for
the whole of the period above. We have disclosed …4
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a)
have a remuneration committee which:
(1) has at least three members, a majority of
whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the
number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b)
if it does not have a remuneration committee,
disclose that fact and the processes it employs
for setting the level and composition of
remuneration for directors and senior executives
and ensuring that such remuneration is
appropriate and not excessive.
… and a copy of the charter of the committee:
☒at
https://futurefirsttech.io/_files/pdfs/remun
eration-and-nomination-committee-
charter.pdf
… and the information referred to in paragraphs (4) and
(5):
☒in our Directors’ Report – 2021 Annual Report

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 our Corporate Governance Statement

an explanation why that is so in our Corporate
Governance StatementOR

we are an externally managed entity and this
recommendation is therefore not applicable
8.3 A listed entity which has an equity-based
remuneration scheme should:
(a)
have a policy on whether participants are
permitted to enter into transactions (whether
through the use of derivatives or otherwise)
which limit the economic risk of participating in
the scheme; and
(b)
disclose that policy or a summary of it.
… our policy on this issue or a summary of it:
☒at
https://futurefirsttech.io/_files/pdfs/corpor
ate-governance-statement.pdf

an explanation why that is so in our Corporate
Governance StatementOR

w
e do not have an equity-based remuneration
scheme and this recommendation is therefore not
applicableOR

we are an externally managed entity and this
recommendation is therefore not applicable

Page 12

Future First Technologies Limited ACN 164 718 361 (Company)

Last reviewed and adopted by the Board on 30[th] August 2021

Corporate Governance Statement

Future First Technologies Ltd and the board are committed to achieving and demonstrating the highest standards of corporate governance. The board continues to review the framework and practices to ensure they meet the interests of shareholders. The company and its controlled entities together are referred to as the group in this statement.

A description of the group’s main corporate governance practices is set out below. The board has assessed Future First Technologies’s current practice against the ASX Corporate Governance

Principles and Recommendation guidelines.

Principle 1 – Lay solid foundations for management and oversight

The Board is responsible for overall corporate governance of the group.

The role of the Board and delegation to management has been formalised in the Corporate Governance Charter which outlines the main corporate governance practices in place for the group and to which the Board and each Director are committed. The conduct of the Board is also governed by the Constitution, and where there is inconsistency with that document, the Constitution prevails to the extent of the inconsistency.

The Charter will be reviewed and amended from time to time as appropriate taking into consideration practical experience gained in operating as a listed company.

The Board’s broad function is to chart strategy and set financial targets for the group, monitor the implementation and execution of strategy and performance against financial targets, appoint and oversee the performance of executive management, and generally to take an effective leadership role in relation to the group.

In appointing Directors to the board, potential candidates are to undergo appropriate checks as to the person’s character, experience, education, criminal record and bankruptcy history. Shareholders are provided with all material information in Futures First’s possession relevant to a decision on whether or not to elect or re-elect a Director. The terms and conditions of the appointment of all new members of the Board must be specified in a letter of appointment.

The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board.

The Chairman, with assistance from the Remuneration and Nomination Committee, annually assesses the performance of Directors and senior executives, and the Chairman’s performance is assessed by the other Directors.

The Charter is available on the group’s website at www.futurefirsttech.io/ investors

Gender Diversity

Future First Technologies has developed and adopted a Diversity Policy which requires the Directors to establish measurable objectives for achieving gender diversity, with the outcomes reported to the Workplace Gender Equality Agency. As at 30 August 2021, the gender diversity and aspirations were as summarised in the table below:

Corporate Governance Statement

Group FY18 FY19 FY20 FY21 FY22
Actual % of Actual % of Actual % of Actual % of Target % of
Women Women Women Women Women
Directors 0% 0% 66% 50% 50%
Executive
Management
Team
25% 20% 33% 33% 33%
Senior
Management
38% 36% 40% 25% 30%
Total
Workforce
26% 28% 27% 35% 35%

The Diversity Policy is available on the group’s website.

Future First considers it has measures in place for equal access and remuneration for positions.

Principle 2 – Structure the Board to add value

The group has a four-member board, of which the majority is independent. Together, the Directors have a broad range of experience, expertise, skills, qualifications and contacts relevant to the group and its business.

The Chairman Renata Sguario is an independent non-executive Director. The group’s CEO, Keith Falconer is not the same individual as the Chairman. The Board considers that the technical skills, qualifications and experience represented by the involvement of these members are suited to the effective discharge of the responsibilities of the committee. Future First Technologies does not consider that any further value will be added by the inclusion of another member (to make three members, as recommended by the Corporate Governance Council), particularly given the small size of the Future First Technologies Board.

The group has established charter rules for the Remuneration and Nomination Committee as a guide for Board deliberations. The Remuneration and Nomination Committee Charter is available on the group’s website.

A Director is considered independent when they substantially satisfy the test for independence as set out in applicable laws, rules and regulations (including the ASX Corporate Governance Recommendations).

The Board has undertaken a review of the mix of skills and experience on the Board in light of the group’s principal activities and direction and has considered diversity in succession planning. The Board considers the current mix of skills and experience of members of the Board and its senior management is sufficient to meet the requirements of the group.

Directors are provided with (1) proper information in relation to the Company and any group company before accepting appointment, and a proper induction course on accepting appointment and (2) access to continuing education in relation to the Company extending to its business, the industry in which it operates, and generally information required by them to discharge the responsibilities of their office.

Corporate Governance Statement

The Company has disclosed full details of its Directors in the Annual Report. The number of meetings of the Board and each Committee is detailed in Future First’s Directors’ Report, within the Annual Report each year. Other disclosure material on the structure of the Board is available on the group’s website.

Principle 3 – Promote ethical and responsible decision making

The group has adopted a code of conduct, within the Corporate Governance Charter. This code sets out a framework to enable Directors to achieve the highest possible standards in the discharge of their duties and to give a clear understanding of best practice in corporate governance.

In addition, a code of conduct for employees has been implemented which provides the framework of principles for conducting business and dealing with other employees, clients and suppliers. It also affirms the group’s belief in responsible social and ethical behaviour from all employees.

Principle 4 – Safeguard integrity in financial reporting

The group has established an Audit and Risk Management Committee to assist and report to the Board.

The Audit and Risk Management Committee consists of Nicole Ferro, Renata Sguario and Keith Falconer and is chaired by Nicole Ferro. The Board considers that the technical skills, qualifications and experience represented by the involvement of these members are suited to the effective discharge of the responsibilities of the committee. Future First Technologies does not consider that any further value will be added by the inclusion of another member (to make three members, as recommended by the Corporate Governance Council), particularly given the small size of the Future First Technologies.

The Audit and Risk committee is not currently chaired by a person who is not Chairman of the board. One member is a non-executive Director and the other member is not a nonexecutive director.

The Audit and Risk Committee has a formal charter and is available on the group’s website.

The external auditors will be requested to attend the AGM and be available to answer questions by shareholders on the conduct of the audit and the preparation and content of the audit report.

Principles 5 & 6 – Make timely and balanced disclosure and respect the right of shareholders

Future First Technologies has a continuous disclosure policy which is designed to ensure that all material matters are appropriately disclosed in a balanced and timely manner and in accordance with the requirements of the ASX Listing Rules.

Corporate Governance Statement

Future First Technologies has adopted a shareholder communications policy. The group aims to ensure that all shareholders are well informed of all major developments affecting the group and that the full participation by shareholders at the group’s AGM is facilitated. Future First Technologies encourages face-to-face participation at AGM’s and shareholders have the option to receive communications from and send communications to Future First Technologies, and its security register, electronically. Details are available on Future First’s website.

The Continuous Disclosure and External Communications Policy is available on the group’s website.

Principle 7 - Recognise and manage risk

The Corporate Governance Charter and the Audit and Risk Management Committee Charter sets out processes and policies for the management of risk in Future First’s business. The Board must evaluate risks regularly and consider corrective action.

The Corporate Governance Charter and the Audit and Risk Management Committee Charter empowers the Audit and Risk Management Committee to support the group’s business risk strategy.

The Board is responsible for the oversight and management of risk, including the identification of material business risks on an ongoing basis and will be assisted by the Audit and Risk Management Committee where required.

Management is responsible for establishing procedures to provide assurance to the Board that major business risks are identified, consistently assessed and appropriately addressed. Future First Technologies does not currently have any material exposure to economic, environmental or social sustainability risks. The management team regularly report risks, at least annually, to the Board.

Future First Technologies does not have an internal audit function due to the small size and minimal geographical spread of the group as well as a reasonably low level of complexity involved in systems and processes. This requirement will be reviewed by the Board annually.

The group’s code of conduct requires the CEO and CFO to provide a statement to the Board with any financial report to the effect that the group’s risk management and internal compliance and control systems are operating efficiently and effectively in all material respects.

Principle 8 – Remunerate fairly and responsibly

The Board has established a Remuneration and Nomination Committee to assist the Board to discharge its responsibilities in relation to remuneration and issues relevant to remuneration policies and practices, including those for senior management and nonexecutive Directors.

The Remuneration and Nomination Committee consists of Renata Sguario, Nicholas Chan and Nicole Ferro and is chaired by Nicholas Chan. The role of the Remuneration and Nomination Committee is set out in this Committee’s charter.

Corporate Governance Statement

The group has adopted a remuneration policy which complies with the guidelines for executive remuneration packages and non-executive director remuneration. The group also has a Code of Conduct for Transactions in Securities that applies to Directors and relevant employees.

No senior executive is involved directly in deciding their own remuneration.

The Remuneration and Nomination Committee Charter and remuneration policy are available on the group’s website.

Specific details on remuneration and incentive arrangements are detailed in the Remuneration Report in the Directors’ Report as part of the Annual Report.

Corporate Governance Statement

About Future First Technologies Limited

their competitive advantage.

Level 11, 410 Collins Street, Melbourne Australia 3000