ATOMO DIAGNOSTICS LIMITED — Governance Information 2020

Oct 8, 2020

ATOMO DIAGNOSTICS LIMITED (ACN 142 925 684)

Corporate Governance Statement

Atomo Diagnostics Limited ( Atomo or the Company ) was admitted to the Official List of the Australian Securities Exchange ( ASX ) on 14 April 2020, with official quotation of Atomo’s securities commencing on 16 April 2020.

In preparation for, and in recognition of, Atomo’s increased responsibilities as a publicly listed company, Atomo refreshed its Board of Directors, expanded its executive team and significantly enhanced its governance framework in early 2020. Atomo’s Board is committed to continuing this work and bringing Atomo’s governance practices into alignment with each of the recommendations set by the ASX Corporate Governance Council in the 4[th] edition of its Corporate Governance Principles and Recommendations ( ASX Recommendations ).

This Corporate Governance Statement reports against the 4th edition of the ASX Recommendations and is current as at 9 October 2020. It discloses the extent to which Atomo followed the ASX Recommendations during the reporting period ended 30 June 2020 ( Reporting Period ) and where an ASX Recommendation was not followed for any part of the Reporting Period, states the reasons for not following the Recommendation and any alternative governance practices Atomo adopted in lieu of the Recommendation.

This Corporate Governance Statement has been approved by the Atomo Board and is available, together with all Charters and Policies referenced in this Statement, on Atomo’s website under ‘About - Governance’ at : https://atomodiagnostics.com/governance/

RECOMMENDATION	RECOMMENDATION	COMMENT
PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	Atomo adopted a written Board Charter during the Reporting Period setting out the matters expressly reserved to the Board and those delegated to management. The Board’s primary responsibility is ensuring that the Company has an appropriate governance structure to ensure the creation and protection of shareholder value. The Board's key objective is to advance Atomo’s strategic direction in its day to day activities in a way that: (a) provides clear accountability; (b) protects the rights and interests of shareholders and other stakeholders; (c) providesforproper management of Atomo’s assets;

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		(d) supports the achievement of Atomo’s fiduciary, environmental, health, safety, social and other obligations; (e) preserves and enhances Atomo’s reputation and standing in the community; and (f) supports the achievement of shareholder value within a framework of appropriate risk assessment and management. In general, the Board is responsible for establishing goals for management and ensuring that Atomo is managed in a manner consistent with agreed objectives. The Managing Director is appointed by the Board and is responsible for the day-to-day management of Atomo’s business in accordance with the strategy, policies and programs approved by the Board. The Board has delegated to the Managing Director the power to authorise expenditure provided for in the annual budget approved by the Board or within the financial limit set for the Managing Director in the Delegation of Authority established by the Board. The Board has retained authority to determine or approve: (a) expenditure in excess of authority levels delegated to the Managing Director; (b) the Managing Director’s remuneration outside of normal monthly remuneration; (c) business related expenses claimed by the Managing Director; and (d) the terms and conditions under which direct reports to the Managing Director are appointed.
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward 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.	As part of Atomo’s application for admission to the Official List of ASX, each Director provided to Atomo a national criminal history check obtained from the Australian Federal Police and a search of the Australian National Personal Insolvency Index. In addition, each Director who had in the past 10 years been a resident of a country other than Australia, provided an equivalent national criminal history check and an equivalent national bankruptcy check for each country in which the Director resided. Each Director of Atomo also made, and provided to Atomo and ASX, a statutory declaration which included confirmation that the Director had not been the subject of any criminal or civil penalty proceedings or other enforcement action by any government agency in which they were found to have engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty. Atomo’s Prospectus disclosed all material information in Atomo’s possession relating to each of the Directors.

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		Atomo’s Notices of Meeting will contain all material information in Atomo’s possession relating to any director put forward for election as a director at the meeting. In Atomo’s Board Charter, the Board commits to undertaking appropriate checks including character, experience, education, criminal record and bankruptcy history to determine whether or not to recommend a Director to shareholders for election or re-election or to appoint a Director to fill a casual vacancy. The Charter also confirms the Board’s commitment to providing shareholders with all material information in Atomo’s possession relevant to a decision on whether or not to elect or re-elect a Director. Under its Charter, the Board’s Nomination and Remuneration Committee (see Recommendation 2.1 below), has responsibility for ensuring that appropriate checks are undertaken before nominating an individual as a candidate for appointment to the Board. Atomo will ensure that prior to appointing a senior executive, appropriate checks are undertaken.
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Each Executive Director and senior executive of Atomo has entered into a written employment contract with Atomo or one of its group companies setting out the terms of their employment. The Board’s Nomination and Remuneration Committee is responsible for overseeing the process of appointment and remuneration of Non-Executive Directors, the Managing Director, the CFO (or equivalent), and other senior executives of Atomo.
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.	Atomo’s Board Charter provides that the Board has reserved to itself the appointment, and removal, of the Company Secretary and the determination of their remuneration and conditions of service, including any financial incentives. The Board Charter also provides that the Company Secretary is responsible for developing and maintaining the information systems and processes required such that the Board can fulfil its role and is directly accountable to the Board, through the Chair, on all matters relating to the proper functioning of the Board. The Board’s Nomination and Remuneration Committee is responsible for overseeing the process of appointment and remuneration of the Company Secretary.

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1.5	A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period for to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.	Prior to becoming a listed entity, Atomo adopted a Diversity Policy which sets out Atomo’s commitment to diversity, encouraging inclusive workplace practices and behaviours and fostering a work environment that values the contributions of employees with diverse backgrounds, experiences and perspectives through improved awareness of the benefits of workforce diversity and successful management of diversity. In conjunction with the Diversity Policy, Atomo’s Board Charter provides that the composition of the Board must demonstrate an appropriate mix of skills, experience, diversity and knowledge to discharge its responsibilities and objectives. The Board has also delegated responsibility to the Nomination and Remuneration Committee for:  identifying and evaluating the necessary and desirable skills, experience and diversity of the Board and Board Committees;  developing criteria for the selection of candidates for the Board in light of its desired mix of skills, experience and diversity;  identifying any deficiencies in the composition of the Board in light of its collective desired mix of skills, experience and diversity;  making recommendations to the Board on the appointment, re-election and removal of Directors in light of the Board's current skills, experience and diversity; and  developing a succession plan for the Board with a view to maintaining an appropriate balance of skills, experience and diversity. The Board is responsible for developing measurable objectives and strategies to meet the objectives of the Diversity Policy. It is also responsible for reviewing annually both the measurable objectives and Atomo’s progress in achieving the measurable objectives. As the Company only became a listed entity in April 2020, the Company did not set measurable gender objectives during the Reporting Period. The Board, with the assistance of the Remuneration and Nomination Committee, plans to set measurable objectives for the 2021 financial year.

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			Atomo’s workforce diversity as at 30 June 2020 was as follows:	Atomo’s workforce diversity as at 30 June 2020 was as follows:	Atomo’s workforce diversity as at 30 June 2020 was as follows:	Atomo’s workforce diversity as at 30 June 2020 was as follows:	Atomo’s workforce diversity as at 30 June 2020 was as follows:
			Level	Female number	Current percentage of women	Male number	Current percentage of men
			Board of Directors	1	20%	4	80%
			Senior Executives*	2	33%	4	66%
			All Atomo employees	16	53%	14	47%
			*Senior Executives includes senior management
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 has been undertaken in accordance with that process during or in respect of that period.		Atomo’s Board Charter provides that the Board will undertake an assessment and review of the performance of the Board, its Committees and individual Directors at least annually. Atomo’s Nomination and Remuneration Committee is responsible for reviewing and making recommendations to the Board in respect of the development and implementation of a process for evaluating the performance of the Board, Board committees and individual Directors. As the current Board was only formed in February 2020, shortly prior to the Company listing on ASX, a performance evaluation of the Board, its committees and individual directors was not undertaken during the Reporting Period. The Board plans to undertake a performance evaluation by way of a questionnaire towards the end of 2020.
1.7	A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period, whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.		The Charter of Atomo’s Nomination and Remuneration Committee provides that the Committee will make recommendations to the Board on the criteria for the evaluation of the performance of the Managing Director and any other executive director. Three of the Company’s senior executive team participated in performance evaluations during the Reporting Period by way of face to face performance review meetings between, in the case of the Managing Director, the Chair and the Managing Director, and in respect of the COO and CCO, between the Managing Director and each individual. As the Company’s CFO was only appointed shortly prior to the Company listing on ASX, he did not participate in a performance evaluation process during the Reporting Period.

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PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE	PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE	PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) 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.	The Board established a Nomination and Remuneration Committee during the Reporting Period comprising three non-executive directors who are considered by the Board to be independent – Connie Carnabuci, Paul Kasian and John Keith (Chairman of the Board). Ms Carnabuci is the Chair of the Committee. Atomo disclosed the members of the Nomination and Remuneration Committee in its Prospectus and in its 2020 Annual Report. Atomo has disclosed in the 2020 Annual Report the number of times the Committee met throughout the Reporting Period and the individual attendances of the members of the Committee at those meetings.
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.	Atomo did not have a Board Skills Matrix as at the date of its admission to ASX. However, subsequent to the end of the Reporting Period, the Board developed a Board Skills Matrix to capture the current mix of skills, competencies and diversity on the Board and enable the Board to assess whether there are any areas which need to be strengthened in the future having regard to the Company’s strategic direction. The Board identified the skills, knowledge, experience and capabilities currently on the Board using a self-assessment questionnaire. Directors were asked to rate their level of proficiency in each skill area. The Board considers that the current mix of skills and experience on the Board is appropriate to the needs of the Company. The Board Skills Matrix will inform decisions on future appointments and the development of existing Directors’skills.

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The collective skills and experience currently on the Board is set out below:

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Board Skills Matrix
Listed company
Management and leadership
Risk management
International markets
Capital markets
Human Resources
Intellectual Property
Governance
Extensive
Regulatory
Moderate
Finance
Strategy Low
Research & development
Partnering
Manufacturing
Sales and marketing
Healthcare industry
0 1 2 3 4 5
Number of Directors
The responsibilities of the Nomination and Remuneration Committee include:
 developing criteria for the selection of candidates for the Board in the context of the
Board’s existing composition and structure in light of its desired mix of skills,
experience and diversity;
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• identifying any deficiencies in the composition of the Board in light of its collective desired mix of skills, experience and diversity and whether such deficiencies should be addressed by further professional development or the appointment or removal of a Director;

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• making recommendations to the Board on the appointment, re-election and removal of Directors in light of the Board's current skills, experience and diversity; and

• developing a succession plan for the Board with a view to maintaining an appropriate balance of skills, experience and diversity.

The Board will review the Board Skills Matrix at least annually to ensure that it continues to capture all of the skills, knowledge, experience and capabilities needed to oversee the Company and where the need for changes is identified, the Skills Matrix will be updated.

		 making recommendations to the Board on the appointment, re-election and removal of Directors in light of the Board's current skills, experience and diversity; and  developing a succession plan for the Board with a view to maintaining an appropriate balance of skills, experience and diversity. The Board will review the Board Skills Matrix at least annually to ensure that it continues to capture all of the skills, knowledge, experience and capabilities needed to oversee the Company and where the need for changes is identified, the Skills Matrix will be updated.
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, 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, or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	Atomo’s Board comprises five Directors including one Managing Director:  John Keith, Chairman;  John Kelly, Managing Director;  Curt LaBelle;  Paul Kasian; and  Connie Carnabuci. Atomo’s Board Charter provides that as a general principle, independent Directors are those who are free of any interest, position or relationship that might influence, or reasonably be perceived to influence, in a material respect their capacity to bring an independent judgement on issues before the Board and to act in the best interests of Atomo as a whole rather than the interests of an individual shareholder or third party. The Charter provides that the approach and attitude of a non-executive Director is a critical factor in determining his or her independence and the factors relevant to assessing the independence of a non-executive Director include if the Director: (a) is not or does not represent a substantial shareholder of the Company or has not, within the last three years, been an Officer of, an employee of, or professional advisor to a substantial shareholder of the Company (as defined in section 9 of the Corporations Act); (b) has not, within the last three years, been employed in an executive capacity by the Company or another Group member, or been a Director after ceasing to hold any such employment; (c) receives performance based remuneration (including options or performance rights) or participates in an employee incentive scheme of the Company; (d) is not, or has not within the last three years been, a material supplier, professional adviser, consultant or customer of the Company or other Group member, or an Officer of or otherwise associated, directly or indirectly, with a material supplier, professional adviser, consultant or customer;

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		(e) has close personal ties with any person who falls within the categories described above; (f) has not served on the Board for a period in the past which could, or could reasonably be perceived to, compromise the Director's independence or materially interfere with the Director’s ability to act in the current best interests of the Company; and (g) is free from any interest and any business, familial, friendship, social other relationship which could, or could reasonably be perceived to, materially interfere with the Director’s ability to act in the best interests of the Company. Atomo disclosed in its Prospectus and its 2020 Annual Report, the Directors who are considered by the Board to be independent. Three of Atomo’s Directors are considered to be independent – John Keith, Paul Kasian and Connie Carnabuci. Atomo’s Nomination and Remuneration Committee is responsible for assessing at least annually, or more frequently if a Director’s material interests or affiliations have changed, the independence of individual Directors and making recommendations to the Board as to whether or not a Director’s status as an independent Director has changed. The Board has not characterised John Kelly as independent by virtue of his executive position and being a substantial shareholder. The Board has not characterised Dr LaBelle as independent as he is President of GHIF, a substantial shareholder of Atomo. Atomo’s Board Charter provides that each Non-Executive Director must provide to the Board all information relevant to the assessment of his or her independence and must disclose to the Board any actual, perceived or potential conflicts of interest or duty, or matter that may bear on their independence and might reasonably be thought to exist as soon as the situation arises. If a Director's independent status changes, this will be immediately disclosed and explained in an announcement to ASX.
2.4	A majority of the board of a listed entity should be independent directors.	As set out under Recommendation 2.3 above, the majority of Atomo’s Board are independent Directors.

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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.	As set out under Recommendation 2.3 above, the chair of Atomo’s Board is John Keith who is an independent Director.
2.6	A listed entity should have a program for inducting new directors and periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	Atomo’s induction program for the new directors appointed during the Reporting Period included meetings with members of the executive management team and provision of corporate and financial management information regarding the Company and governance related material. Atomo’s Nomination and Remuneration Committee is responsible for making recommendations to the Board in respect of establishing an effective induction program for new directors and identifying whether there are any deficiencies in the composition of the Board in light of its collective desired mix of skills and experience which should be addressed by further professional development for existing directors.
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values	Prior to becoming a listed entity, Atomo adopted a Code of Conduct in which it articulated its values as: (a) Excellence:continuously seeking excellence in diagnostics; (b) Impact:seeking to transform health outcomes through innovation in diagnostics; (c) Innovation:developing next generation technology to create breakthrough improvements in usability; and (d) Integrity:being honest, ethical and fair in all dealings.
3.2	A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.	Atomo is committed to making positive economic, social and environmental contributions to each of the communities in which it operates, while complying with all applicable laws and regulations and acting in a manner that is consistent with its values. Atomo adopted a Code of Conduct during the Reporting Period whose purpose is to provide a framework for decisions and actions in relation to the employment context. The Code underpins Atomo’s commitment to providing professional services and its duty of care to all employees, stakeholders and clients receiving those services. The Code should be read in conjunction with Atomo’s Diversity Policy.

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		Staff members are expected to act consistently with the fundamental principles set out in the Code at all times. Similarly, the Code informs consultants, contractors and partners working with or for Atomo of Atomo’s values and expectations and their obligation to act in accordance with them.
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	In recognition of the important role whistleblowing can play in the early detection of misconduct and the fact that individuals who are considering disclosing misconduct may fear retribution or other detriment and require an assurance of protection, Atomo adopted a Whistleblower Policy during the Reporting Period. Atomo’s Whistleblower Policy encourages employees to report suspected or known instances of illegal or unethical conduct. The Whistleblower Policy establishes the mechanisms and procedures for employees to report illegal or unethical conduct in a manner which protects the whistleblower and identifies the necessary information for Atomo to investigate such reports and act appropriately
3.4	A listed entity should: (a) have and disclose a code an anti-bribery and corruption policy; and (b) ensure that the board or a committee of the board is informed of any material breaches of that policy.	Atomo adopted an Anti-Bribery and Corruption Policy during the Reporting Period for Directors, employees, contractors, volunteers, agents and directors of Atomo. It provides a summary of the law on bribery and corruption, outlines the circumstances in which it is unacceptable to receive gifts, entertainment and hospitality and provides a reporting mechanism for allegations of bribery and corruption. The Policy prohibits facilitation payments, kickbacks and donations to political parties or which are intended to obtain an improper advantage for Atomo.
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should: (a) have an audit committee which: (i) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and (ii) is chaired by an independent director, who is not the chair of the board, and disclose:	The Board established an Audit and Risk Committee (ARC) during the Reporting Period. There are three members of the ARC, all of whom are Non-Executive Directors and a majority of whom are considered by the Board to be independent Directors. Set out below are the members of the ARC: (a) Paul Kasian (Chair), Independent Non-Executive Director (b) John Keith, Independent Non-Executive Director (c) Curt LaBelle, Non-Executive Director The members of the ARC and their relevant qualifications and experience were disclosed in the Prospectus and in Atomo’s 2020 Annual Report.

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	(iii) the charter of the committee; (iv) the relevant qualifications and experience of the members of the committee; and (v) 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.	Atomo has disclosed in its 2020 Annual Report, the relevant qualifications and experience of the members of the ARC, the number of times the ARC met throughout the Reporting Period and the individual attendances of the members of the ARC at those meetings.
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.	Atomo complied with this Recommendation in respect of its Annual Financial Statements for the Reporting Period.
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	Atomo verifies the integrity of its Quarterly Reports by receiving a declaration from its CEO and CFO for such Reports in the form required by Section 295A for full year financial statements. Atomo also provides Quarterly Reports to the Company’s external auditor for review.

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PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE	PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE	PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	Atomo adopted a Continuous Disclosure Policy during the Reporting Period which sets out the procedures that apply to the central collection, control, assessment and if required, release to the ASX, of information which may affect the price or value of Atomo securities or influence decisions taken by investors to buy or sell Atomo securities. As a standing agenda item at each Board meeting, Atomo’s Directors consider whether or not there is any information (including any matters reported to or discussed at the Board meeting) that may potentially need to be disclosed to the market pursuant to Atomo’s continuous disclosure obligations.
5.2	A listed entity should ensure that it board receives copies of all material market announcements promptly after they have been made.	All Atomo Directors receive automatic email notification when Atomo releases market announcements.
5.3	A listed entity that gives a new substantial investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation	Atomo’s Continuous Disclosure states that prior to giving a new and substantive investor or analyst presentation, Atomo will give a copy of the presentation materials to the market and the presentation materials will be made available to all shareholders via Atomo’s website.
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.	Atomo’s website provides ready access to information about the Company, the Board, the senior management team,Atomo’s governance practices and Atomo’s products. Atomo has an investor section on its website providing information about Atomo’s share price performance and ready access to ASX announcements including financial reports and investor presentations. Shareholders and other interested parties are able to subscribe, via the Investor page on Atomo’s website to receive email alerts regarding the release of Atomo ASX announcements.
6.2	A listed entity should have an investor relations programme that facilitates effective two way communication with investors.	Atomo has adopted a Shareholder Communication Policy setting out the Company’s shareholder communication processes. Investors are able to contact Atomo or submit questions or comments to Atomo via the ‘Contact us’page on Atomo’s website, or via a specific email address Atomo has created

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		for investor enquiries (investorqueries@atomodiagnostics.com). All Atomo ASX announcements provide contact details to facilitate communication with investors.
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	Atomo will facilitate and encourage participation at meetings of security holders by offering shareholders the opportunity to:  attend shareholder meetings in person, where appropriate;  lodge votes online; and  appoint a proxy to attend a meeting and vote on the shareholder’s behalf
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	Atomo is committed to deciding all substantive resolutions at a meeting of security holders by a poll.
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	Atomo security holders have the option to receive communications from, and send communications to Atomo and its security registry, Link Market Services Limited, electronically. Atomo’s share registry, Link Market Services Limited, also receives and sends electronic communications to shareholders.
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: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual	The Board established an Audit and Risk Committee (ARC) during the Reporting Period. The ARC has three members, all of whom are Non-Executive Directors and a majority of whom are considered by the Board to be independent Directors. The members of the ARC are disclosed in the Prospectus and are set out below:  Paul Kasian, Independent Non-Executive Director;  John Keith (Chairman of the Board) Independent Non-Executive Director; and  Curt LaBelle, Non-Executive Director. Atomo has disclosed in its 2020 Annual Report, the number of times the ARC met throughout the Reporting Period and the individual attendances of the members of the ARC at those meetings.

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	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’srisk managementframework.
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 that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	During the Reporting Period, the Atomo Board reviewed Atomo’s risk management framework and work is ongoing to develop, under the oversight of the Audit and Risk Committee, Atomo’s risk register and risk management framework recognising that Atomo has transitioned from being a private company to being a publicly listed company. Under its Charter, the Board is responsible for satisfying itself that the Company has in place an appropriate risk management framework for both financial and non-financial risks and setting the risk appetite to which the Board expects management to operate. The Audit and Risk Committee (ARC) is responsible for preparing a risk appetite statement identifying the level of risk acceptable to the Company (both financial and non-financial) and recommending the risk appetite statement to the Board for adoption. The ARC is also responsible for reviewing the risk appetite statement which has been set by the Board and the risk management framework at least annually. The ARC must satisfy itself that the Company's risk management framework deals adequately with contemporary and emerging risks. Management is required to provide an assurance report to the Board at each scheduled monthly Board meeting which includes confirmation that Atomo’s risk management framework is functioning effectively including dealing adequately with contemporary and emerging risks and that all Atomo personnel are operating in compliance with this framework.
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 processesit employsforevaluating	Given its size, Atomo does not have an internal audit function. The Audit and Risk Committee is responsible for monitoring the effectiveness of Atomo’s risk management framework and system of internal control, including making regular requests, receipt and review of reports on material risks and the operation of the Company's internal controls to mitigate those risks.

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	and continually improving the effectiveness of its governance, risk management and internal control processes.	The Board has also delegated to the Audit and Risk Committee responsibility for discussing with management and the external audit firm any major issues relating to the system of internal controls over financial information.
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and if it does, how it manages or intends to manage those risks.	Atomo does not have any material exposure to environmental or social risks.
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) 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.	The Board established a Nomination and Remuneration Committee during the Reporting Period which comprises three non-executive directors who are considered by the Board to be independent – Connie Carnabuci, Paul Kasian and John Keith (Chairman of the Board). Ms Carnabuci is the Chair of the Committee. The overriding objective of the Committee is to provide an independent and objective perspective on the value and structure of remuneration for Atomo’s Non-Executive Directors, Managing Director, Secretary, CFO (or equivalent), and other senior executives and employees, so as to maximise the benefit derived from their skills and experience and facilitate Atomo’s long-term growth and success. Atomo has disclosed in its 2020 Annual Report, the members of the Committee and the number of times the Committee met throughout the Reporting Period and the individual attendances of the members of the Committee at those meetings.

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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.	Atomo has disclosed in its 2020 Annual Report its policies and practices regarding the remuneration of Non-Executive Directors and the remuneration of the Managing Director and other senior executives.
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 ora summary of it.	Atomo’s Securities Trading Policy prohibits Directors and executives who participate in an equity-based executive incentive plan from entering into any transaction which would have the effect of hedging or otherwise transferring to any other person the risk of any fluctuation in the value of any unvested entitlements granted under the plan.

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