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.

Sign up Log in

AUDINATE GROUP LIMITED Governance Information 2021

Sep 16, 2021

64298_rns_2021-09-16_d1b7ee9c-0767-4998-af27-5de8582a5e70.pdf

Governance Information

Open in viewer

Opens in your device viewer

AUDINATE GROUP LIMITED

ACN 618 616 916

(the "Company")

Corporate Governance Statement

This Corporate Governance Statement sets out the Company's current compliance with the fourth edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations ( Principles and Recommendations ). The Principles and Recommendations are not mandatory. However, the Company is required to provide a statement as part of its annual report disclosing the extent to which the Company has followed the Principles and Recommendations. This Corporate Governance Statement is current as at 16 September 2021 and has been approved by resolution of the Board.

The Board of the Company currently has in place corporate governance policies and charters which have been posted in a dedicated corporate governance information section on the Company's website at www.audinate.com/company/about/corporate-governance/company/about/corporate-governance.

PRINCIPLES AND RECOMMENDATIONS PRINCIPLES AND RECOMMENDATIONS COMPLY EXPLANATION
(Yes/No)
1. Lay solid foundations for management and oversight
1.1 A listed entity should have and disclose a board charter setting out: Yes The respective roles and responsibilities of the Board and
(a) the respective roles and responsibilities of its board and management are defined under the Board Charter, a copy of which is
available on the Company's website at
management; and
www.audinate.com/company/about/corporate-governance.
(b) those matters expressly reserved to the board and those delegated to
There is a clear delineation between the Board's responsibility for the
management.
Company's strategy and activities, and the day-to-day management of
operations conferred upon officers of the Company.
1.2 A listed entity should: Yes The process for selection, appointment, and re-appointment of
(a) undertake appropriate checks before appointing a director or senior directors is detailed in the Remuneration and Nomination Committee
Charter, a copy of which is available on the Company's website at
executive or putting someone forward for election as a director;
www.audinate.com/company/about/corporate-governance.
and
Appropriate checks are now required before the appointment of
(b) provide security holders with all material information in its

1 |

possession relevant to a decision on whether or not to elect or re-elect directors or senior executives, including bankruptcy and police
a director. checks.
Under the Remuneration and Nomination Committee Charter,
shareholders are required to be provided with all material
information in the Committee's possession relevant to a decision on
whether or not to elect or re-elect a director including, biographical
details, qualifications, a statement as to whether the Board supports
the nomination of the director and the degree of independence of the
director and,details of anyexistingdirectorships held.
1.3 A listed entity should have a written agreement with each director Yes The Company requires each director and senior executive to execute a
and senior executive setting out the terms of their appointment. written agreement setting out the terms of their appointment.
1.4 The company secretary of a listed entity should be accountable directly Yes The company secretary is Rob Goss, who reports directly to the chair
to the board, through the chair, on all matters to do with the proper of the Board, David Krall (in respect of his role as company
functioning of the board. secretary).
The role of the company secretary is outlined in the Board Charter, a
copy of which is available on the Company's website at
www.audinate.com/company/about/corporate-governance.
1.5 A listed entity should: Yes The Company has adopted a Diversity Policy, a copy of which is

(a) have and disclose a diversity policy;
available on the Company's website at
www.audinate.com/company/about/corporate-governance.
The Diversity Policy requires the Board to establish measurable
(b) through its board or a committee of the board set measurable
objectives for achieving gender diversity in the composition of its objectives to assist the Company to achieve gender diversity and to
board, senior executives and workforce generally; and assess the Company's progress in achieving these objectives.
The Remuneration and Nomination Committee reports to the Board
(c) disclose in relation to each reporting period: on gender diversity initiatives. The Directors Report includes
disclosures on the Company’s measurable objectives for gender
diversity and provides an update on the progress towards achieving
these objectives.
(1) the measurable objectives set for that period to achieve gender

diversity;

2 |

  • (2) the entity’s progress towards achieving those objectives; and (3) either:

  • (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or

  • (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.

If the entity was in the S&P/ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.

  • 1.6 A listed entity should:

  • (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and

  • (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

The Company is not considered a “relevant employer” under the Workplace Gender Equality Act. The respective proportion of men and women across the Audinate workforce is as follows:

Male(%) Female(%)
Board 5(83%) 1(17%)
Senior
Executive*		 5 (71%) 2 (29%)
All employees 103(76%) 32(24%)
  • Senior Executive is defined as the CEO and the Executive Leadership Team members who report directly to the CEO

The Board intends to achieve 30% directors of each gender when a current director no longer seeks re-election.

Yes Under the Board Charter, the Board is required to regularly, with the advice and assistance of the Remuneration and Nomination Committee, to review and evaluate the performance of the Board, its Committees and individual directors against the relevant charters, corporate governance policies, and agreed goals and objectives (as applicable).

The current process undertaken by the Board to assess its performance and the performance of its committees and directors is via a detailed, anonymous, self-evaluation which includes a survey regarding all areas of Board and Committee performance.

During the Reporting Period, the Board conducted an evaluation, as described above, to which all directors responded anonymously. The Board reviewed and discussed the responses to the survey and developed a number of actions to further enhance the Board’s performance.

3 |

  • 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.

Yes

Under the Board Charter, the Board (with the advice and assistance of the Remuneration and Nomination Committee) is responsible for reviewing and approving the performance of the members of the executive leadership team.

The Non-Executive Directors ( NEDs ) annually assess the performance of the CEO according to agreed performance indicators. Where areas for improvement are identified, the NEDs direct actions and implement strategies to put into effect appropriate improvements. The CEO is responsible for assessing the performance of his direct reports and identifying areas for improvement and strategies designed to implement appropriate improvements. The CEO consults the Board regarding the remuneration of the senior executives, including any bonus or proposed issue under the Company’s employee share plan.

During the reporting period, the performance of the CEO and senior executives were assessed, areas for improvement identified and strategies adopted to implement improvements.

==> picture [322 x 225] intentionally omitted <==

4 |

2. Structure the board to be effective and add value
2.1 The board of a listed entity should: Yes The Board has established a Remuneration and Nomination
(a) have a nomination committee which: Committee to oversee the selection and appointment practices of the
(1) has at least three members, a majority of whom are Company.
The Remuneration and Nomination Committee is governed by a
independent directors; and
Remuneration and Nomination Committee Charter, which is available
(2) is chaired by an independent director,
on the Company's website at
and disclose: www.audinate.com/company/about/corporate-governance.
The Remuneration and Nomination Committee consists of three
(3) the charter of the committee;

(4) the members of the committee; and		 members, Alison Ledger, David Krall and John Dyson, each of
whom are independent non-executive directors.
(5) as at the end of each reporting period, the number of times the
The Remuneration and Nomination Committee is chaired by Alison
committee met throughout the period and the individual
Ledger, who is an independent director for ASX purposes.
attendances of the members at those meetings; or
The Remuneration and Nomination Committee Charter prohibits a
(b) if it does not have a nomination committee, disclose that fact and the
member of the Committee from being present for discussions at a
processes it employs to address board succession issues and to
Committee meeting on, or to vote on a matter regarding, his or her
ensure that the board has the appropriate balance of skills,
election, re-election or removal.
knowledge, experience, independence and diversity to enable it to
The number of times the Committee met and the individual
discharge its duties and responsibilities effectively.
attendances of the members at those meetings is set out in the
Directors’ Report.
2.2 A listed entity should have and disclose a board skills matrix setting out Yes The Company's Remuneration and Nomination Committee is
responsible for regularly reviewing the size, composition and skills
the mix of skills that the board currently has or is looking to achieve in
of the Board to ensure that the Board is able to discharge its duties
its membership.
and responsibilities effectively and to identify any gaps in the skills
or experience of the Board.
The Board has prepared and considered a board skills matrix assessing
the current skills and diversity of the Board and its needs going
forward.
The Board skills matrixprovides a detailed description of the desired

5 |

skills and behaviours that are considered important to achieve in the board memberships. These include the following competencies: 1. Strategic and commercial acumen 2. Corporate governance experience 3. Financial acumen 4. Risk and compliance 5. Global technology B2B business experience 6. Marketing / new product development 7. Manufacturing expertise 8. Executive leadership 9. Technology infrastructure 10. People, culture and conduct 11. Mergers and acquisitions experience 12. Equity and Debt capital markets expertise The Board considers there is currently an appropriate mix of skills, diversity and experience on the Board, taking into account the size of the Company and the nature of its operations.

==> picture [360 x 275] intentionally omitted <==

2.3 A listed entity should disclose: Yes
(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 Company assesses the independence of its directors against the Yes requirements for independence set out in the Board Charter which is based upon the independence criteria set out in the ASX Corporate Governance Principles.

Director independence is initially assessed upon each director's appointment and reviewed on an ongoing basis, or as required when a new personal interest or conflict of interest is disclosed. Directors are required to disclose all actual or potential conflicts of interest on an ongoing basis.

David Krall, Tim Finlayson, Alison Ledger, Roger Price and John Dyson are the directors considered by the Board to be independent.

Aiden Williams, the CEO and Co-Founder, is not considered independent.

The length of service of each director on the Board, during and

6 |

subsequent to the reporting period ended 30 June 2021, is as follows:
•
Roger Price: 19 April 2017 - present
•
John Dyson: 19 April 2017 - present
•
David Krall: 19 April 2017 - present
•
Alison Ledger: 9 May 2017 - present
•
Tim Finlayson: 9 May 2017 – present
•
Aidan Williams: 16 September 2019 - present
It should be noted that Messers Price, Dyson and Krall acted as
Directors of Audinate Pty Ltd for several years prior to the
incorporation of Audinate Group Limited to facilitate listing on the
ASX.
2.4 A majority of the board of a listed entity should be independent directors. Yes During and since the Reporting Period the Company had six
directors and five of these are considered independent for ASX
purposes.
2.5 The chair of the board of a listed entity should be an Yes The Chairman of the Board is David Krall. Mr Krall is considered an
independent director and, in particular, should not be the same independent director for ASX purposes.
person as the CEO of the entity. The roles of Chairman and CEO are exercised by two separate
individuals. The role of CEO is held by Aidan Williams.

7 |

2.6 A listed entity should have a program for inducting new directors and for Yes The Company's Remuneration and Nomination Committee is
periodically reviewing whether there is a need for existing directors to responsible for establishing and facilitating induction for new
undertake professional development to maintain the skills and knowledge directors and providing new directors with all such information and
needed to perform their role as directors effectively. advice which may be considered necessary or desirable for the
director to commence their appointment to the Board.
The Company's Remuneration and Nomination Committee is also
responsible for providing directors with access to continuing
education for directors for the purpose of updating and maintaining
their skills and knowledge to perform their roles as directors
effectively.
A copy of the Nomination Committee Charter is available on the
Company's website at
www.audinate.com/company/about/corporate-governance.
3. Instil a culture of acting lawfully, ethically and responsibly
3.1 A listed entity should articulate and disclose its values. Yes Audinate’s Values, which have been approved by the Board and are
lived throughout the Company are:
•
Excellence:Whatever we do, we do it well
•
Innovation:We imagine the future and build it
•
Teamwork:Together we achieve
•
Courage:We are bold and brave
•
Integrity:We say and do what is right
3.2 A listed entity should: Yes The Company has adopted a Code of Conduct which applies to all

(a) have and disclose a code of conduct for its directors, senior		 directors, officers and employees of the Company. The Code of
executives and employees; and
Conduct is available on the Company's website at
(b) ensure that the board or a committee of the board is informed of
www.audinate.com/company/about/corporate-governance.
any material breaches of that code.
The Board receives regular reporting from Management which
includes any material breaches of the Code or confirmation that there
have been no known breaches.

8 |

3.3 A listed entity should: Yes The Company has adopted a Whistleblower Policy which provides for

(a) have and disclose a whistleblower policy; and
confidential reporting of reportable conduct. The Whistleblower
(b) ensure that the board or a committee of the board is informed of
Policy is available on the Company's website at
any material incidents reported under that policy.
www.audinate.com/company/about/corporate-governance.
The Board receives regular reporting from Management which
includes the number and nature of whistleblowing disclosures
received or confirmation that there have been no disclosures received.
3.4 A listed entity should: Yes The Company’s anti-bribery and corruption policy forms part of the

(a) have and disclose an anti-bribery and corruption policy; and
Company’s Code of Conduct. As set out above, the Code of Conduct
(b) ensure that the board or a committee of the board is informed of
is available on the Company's website at
any material breaches of that policy.
www.audinate.com/company/about/corporate-governance.
The Board receives regular reporting from Management which
includes any material breaches of the Code (including the anti-bribery
and corruption) or confirmation that there have been no known
breaches.

9 |

4 Safeguard the integrity of corporate reports

4 Safeguard the integrity of corporate reports Safeguard the integrity of corporate reports Safeguard the integrity of corporate reports
4.1 The board of a listed entity should: Yes The Company has established an Audit and Risk Management
(a) have an audit committee which: Committee to oversee the management of financial and internal risks.
(1)
has at least three members, all of whom are non-executive		 The Audit and Risk Management Committee consists of three
members, Tim Finlayson, John Dyson and Roger Price. All members
directors and a majority of whom are independent directors;
of the Committee are independent non-executive directors. The
and
Committee is chaired by Tim Finlayson who is an independent
(2)
is chaired by an independent director, who is not the chair of
director who is not the Chair of the Board.
the board, The Audit and Risk Management Committee is governed by an Audit
and disclose:
and Risk Management Committee Charter, a copy of which is
(3)
the charter of the committee;
available on the Company's website at

(4)
the relevant qualifications and experience of the members of		 www.audinate.com/company/about/corporate-governance.
The relevant qualifications and experience of the members of the
the committee; and
(5)
in relation to each reporting period, the number of times the		 committee, the number of times the committee met and the individual
attendances of the members at those meetings is set out in the
committee met throughout the period and the individual
Directors’ Report.
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.
4.2 The board of a listed entity should, before it approves the entity’s Yes Prior to the Board approving the Company's financial statements,
financial statements for a financial period, receive from its CEO and including the Company’s accounts to 30 June 2021, the Board ensures
CFO a declaration that, in their opinion, the financial records of the that it receives from the CEO and CFO a declaration that, in their
entity have been properly maintained and that the financial statements opinion, the financial records of the entity have been properly
comply with the appropriate accounting standards and give a true and maintained, that the financial statements comply with the appropriate
fair view of the financial position and performance of the entity and that accounting standards and give a true and fair view of the financial
the opinion has been formed on the basis of a sound system of risk position and performance of the entity, and that the opinion has been
management and internal control which is operating effectively. formed on the basis of a sound system of risk management and

10 |

internal control which is operating effectively.
4.3 A listed entity should disclose its process to verify the integrity of any Yes Periodic corporate reports that are not otherwise subject to audit or
periodic corporate report it releases to the market that is not audited or review by an external auditor are reviewed in accordance with an
reviewed by an external auditor. internal verification procedure to ensure the integrity and accuracy of
the information included in those reports.
This verification procedure involves a systematic checking and sign
off procedure. Where possible, each statement or number is linked
back to an independent external or internal source document.
5 Make timely and balanced disclosure
5.1 A listed entity should have and disclose a written policy for complying Yes The Company is committed to taking a proactive approach to
with its continuous disclosure obligations under listing rule 3.1.
continuous disclosure and creating a culture within the Company that
promotes and facilitates compliance with the Company's continuous
disclosure obligations.
The Company has adopted a written policy to ensure compliance with
its ASX Listing Rule disclosure obligations. A copy of the Company's
Continuous Disclosure Policy is available on its website at
www.audinate.com/company/about/corporate-governance. The
Company has appointed the Company Secretary as the reporting
officer and the ASX liaison officer.
However, the Board retains ultimate responsibility for compliance
with the Company's continuous disclosure obligations.
5.2 A listed entity should ensure that its board receives copies of all material Yes The Company Secretary is responsible for circulating to the Board
market announcements promptly after they have been made. copies of all material ASX announcements released by the Company
promptly after their release.

11 |

5.3 A listed entity that gives a new and substantive investor or analyst Yes All substantive investor and analyst presentations are released to
presentation should release a copy of the presentation materials on the
ASX ahead of the presentation.
ASX Market Announcements Platform ahead of the presentation.
6 Respect the rights of security holders
6.1 A listed entity should provide information about itself and its governance Yes The Company provides investors with comprehensive and timely
to investors via its website. access to information about itself and its governance on its website at
www.audinate.com/company/about/corporate-governance, including
copies of the Company's Constitution, Board and committee charters
and key corporate governance policies, copies of all material
information lodged with ASX, copies of all announcements,
briefings and speeches made to the market, analysts or the media,
press releases or announcements made by the Company, financial
data for the Company, the Company's annual reports and notices of
shareholder meetings.
Further details are set out in the Company's Shareholder
Communication Policy.

12 |

6.2 A listed entity should have an investor relations program that Yes The Company has adopted a Shareholder Communications Policy for
facilitates effective two-way communication with investors. shareholders wishing to communicate with the Board, a copy of which
is available on the Company's website at
www.audinate.com/company/about/corporate-governance.
The Company seeks to utilise numerous modes of communication,
including electronic communication to ensure that its communication
with shareholders is frequent, clear and accessible. For example, the
Company holds regular online investor briefings which all
shareholders are able to attend. The Company also encourages
shareholder communication with the Company and invites
shareholders to submit questions in advance of the Company’s annual
general meeting.
6.3 A listed entity should disclose how it facilitates and encourages Yes All shareholders are invited to attend the Company's general meetings
participation at meetings of security holders. either in person or by representative. Shareholders have an
opportunity to submit questions to the Board and the Company's
external auditor for consideration at the annual general meeting.
As a result of the restrictions on gatherings enacted in response to
COVID-19, the Company’s 2020 Annual General Meeting (AGM)
was held as a fully virtual meeting. Although shareholders could not
attend the AGM in person, all shareholders and proxies who logged in
to the virtual AGM were given the opportunity to ask questions
online duringthe meeting.
6.4 A listed entity should ensure that all substantive resolutions at a meeting Yes All substantive resolutions considered at the Company’s general
of security holders are decided by a poll rather than by a show of hands. meetings are decided by a poll rather than by a show of hands, as
occurred at the Company’s 2020 Annual General Meeting.
6.5 A listed entity should give security holders the option to receive Yes The Company encourages shareholders to submit questions or
communications from, and send communications to, the entity and its requests for information directly to the Company via the Company's
security registry electronically. website atwww.audinate.com/company/about/corporate-

13 |

governance. The Company also encourages shareholders to submit any questions related to their shareholdings in the Company to the Company's share registry with the share registry's contact details included in the Company's Shareholder Communication Policy, including details for electronic communication.

  • 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.

Yes

In conjunction with the Company's other corporate governance policies, the Company has adopted a Risk Management Policy which is designed to assist the Company to identify, assess, monitor and manage its risk, including any material changes to its risk profile.

The Board has delegated responsibility for the day-to-day oversight and management of the Company's risk profile to the Audit and Risk Management Committee.

The Audit and Risk Management Committee is responsible for ensuring that the Company maintains effective risk management and internal control systems and processes and provides regular reports to the Board on these matters.

The Audit and Risk Management Committee consists of three members, Tim Finlayson, John Dyson and Roger Price. All members of the Committee are independent non-executive directors. The Committee is chaired by Tim Finlayson who is an independent director.

The Board has conferred responsibility on the Company's management to develop and maintain a risk management program and internal control systems which identify material risks in light of the day to day needs of the Company.

The Board is responsible for oversight of the overall system of internal control and provides final consideration and direction on any risk management issues.

14 |

==> picture [424 x 114] intentionally omitted <==

The number of times the committee met and the individual attendances of the members at those meetings is set out in the Directors’ Report.

A copy of the Company's Risk Management Policy and the Audit and Risk Management Committee Charter are available on the Company's website at www.audinate.com/company/about/corporate-governance.

The number of times the committee met and the individual
attendances of the members at those meetings is set out in the
Directors’ Report.
A copy of the Company's Risk Management Policy and the Audit and
Risk Management Committee Charter are available on the Company's
website atwww.audinate.com/company/about/corporate-governance.
7.2 The board or a committee of the board should: Yes The Audit and Risk Management Committee regularly reviews and
(a) review the entity’s risk management framework at least annually to evaluates the effectiveness of its risk management framework to
ensure that its internal control systems and processes are monitored
satisfy itself that it continues to be sound and that the entity is
and updated on an ongoing basis.
operating with due regard to the risk appetite set by the board; and
The division of responsibility between the Board, Audit and Risk
(b) disclose, in relation to each reporting period, whether such a review
Management Committee and management aims to ensure that specific
has taken place.
responsibilities for risk management are clearly communicated and
understood.
The Risk Management Policy provides for regular reporting to the
Board which supplements the Company's quality system, complaint
handling processes and standard operating procedures which are all
designed to address various forms of risks.
In accordance with the Risk Management Policy, the Audit and Risk
Management Committee and Board have reviewed the Company’s
risk framework during the reporting period.
7.3 Companies should disclose: Yes in Due to the Company's current size and business circumstances, the

(a) if it has an internal audit function, how the function is structured		 respect to Company does not have an internal audit function. The Company
and what role it performs; or
7.3(b)		 will reconsider this decision as appropriate and appoint an internal
(b) if it does not have an internal audit function, that fact and the auditor if, and when, the Company considers this necessary.
Under the Audit and Risk Management Committee Charter, the Audit
processes it employs for evaluating and continually improving the
effectiveness of its governance, risk management and internal and Risk Management Committee is responsible providing an
control processes
independent and objective assessment to the Board regarding the
adequacy,effectiveness and efficiencyof the Company’s risk
The number of times the committee met and the individual
attendances of the members at those meetings is set out in the
Directors’ Report.
A copy of the Company's Risk Management Policy and the Audit and
Risk Management Committee Charter are available on the Company's
website atwww.audinate.com/company/about/corporate-governance.
7.2 The board or a committee of the board should: Yes The Audit and Risk Management Committee regularly reviews and
(a) review the entity’s risk management framework at least annually to evaluates the effectiveness of its risk management framework to
ensure that its internal control systems and processes are monitored
satisfy itself that it continues to be sound and that the entity is
and updated on an ongoing basis.
operating with due regard to the risk appetite set by the board; and
The division of responsibility between the Board, Audit and Risk
(b) disclose, in relation to each reporting period, whether such a review
Management Committee and management aims to ensure that specific
has taken place.
responsibilities for risk management are clearly communicated and
understood.
The Risk Management Policy provides for regular reporting to the
Board which supplements the Company's quality system, complaint
handling processes and standard operating procedures which are all
designed to address various forms of risks.
In accordance with the Risk Management Policy, the Audit and Risk
Management Committee and Board have reviewed the Company’s
risk framework during the reporting period.
7.3 Companies should disclose: Yes in Due to the Company's current size and business circumstances, the

(a) if it has an internal audit function, how the function is structured		 respect to Company does not have an internal audit function. The Company
and what role it performs; or
7.3(b)		 will reconsider this decision as appropriate and appoint an internal
(b) if it does not have an internal audit function, that fact and the auditor if, and when, the Company considers this necessary.
Under the Audit and Risk Management Committee Charter, the Audit
processes it employs for evaluating and continually improving the
effectiveness of its governance, risk management and internal and Risk Management Committee is responsible providing an
control processes
independent and objective assessment to the Board regarding the
adequacy,effectiveness and efficiencyof the Company’s risk
The number of times the committee met and the individual
attendances of the members at those meetings is set out in the
Directors’ Report.
A copy of the Company's Risk Management Policy and the Audit and
Risk Management Committee Charter are available on the Company's
website atwww.audinate.com/company/about/corporate-governance.
7.2 The board or a committee of the board should: Yes The Audit and Risk Management Committee regularly reviews and
(a) review the entity’s risk management framework at least annually to evaluates the effectiveness of its risk management framework to
ensure that its internal control systems and processes are monitored
satisfy itself that it continues to be sound and that the entity is
and updated on an ongoing basis.
operating with due regard to the risk appetite set by the board; and
The division of responsibility between the Board, Audit and Risk
(b) disclose, in relation to each reporting period, whether such a review
Management Committee and management aims to ensure that specific
has taken place.
responsibilities for risk management are clearly communicated and
understood.
The Risk Management Policy provides for regular reporting to the
Board which supplements the Company's quality system, complaint
handling processes and standard operating procedures which are all
designed to address various forms of risks.
In accordance with the Risk Management Policy, the Audit and Risk
Management Committee and Board have reviewed the Company’s
risk framework during the reporting period.
7.3 Companies should disclose: Yes in Due to the Company's current size and business circumstances, the

(a) if it has an internal audit function, how the function is structured		 respect to Company does not have an internal audit function. The Company
and what role it performs; or
7.3(b)		 will reconsider this decision as appropriate and appoint an internal
(b) if it does not have an internal audit function, that fact and the auditor if, and when, the Company considers this necessary.
Under the Audit and Risk Management Committee Charter, the Audit
processes it employs for evaluating and continually improving the
effectiveness of its governance, risk management and internal and Risk Management Committee is responsible providing an
control processes
independent and objective assessment to the Board regarding the
adequacy,effectiveness and efficiencyof the Company’s risk

15 |

management and internal control process.
7.4 A listed entity should disclose whether it has any material exposure to Yes The Company does not consider that it has any material exposure to
environmental or social risks and, if it does, how it manages or environmental and social sustainability risks.
intends to manage those risks. If the Company determines in the future that it has any material
exposure to environmental and social sustainability, the Company will
provide details in its future corporate governance statements.
The operating and financial performance of the Company is
influenced by a variety of general domestic and global economic and
business conditions. These are factors outside of the Company’s
control and accordingly they are managed through monitoring the
economic and political environment and taking mitigating actions
where possible and warranted. In the current year disclosures have
been expanded to cover the management of supply chain risks
(including Modern Slavery and Conflict Minerals) and diversity and
inclusion at Audinate. COVID-19 has continued to affect the
Company throughout the Reporting Period and a description,
includingcorrective actions,is outlined in the FY21 Annual Report.
8 Remunerate fairly and responsibly
8.1 The board of a listed entity should: Yes The Company has a Remuneration and Nomination Committee, which
(a) have a remuneration committee which: is governed by a Remuneration and Nomination Committee Charter.
A copy of the Remuneration and Nomination Committee Charter is
(1)
has at least three members, a majority of whom are
available on the website at
independent directors; and www.audinate.com/company/about/corporate-governance.
(2)
is chaired by an independent director,		 The Remuneration and Nomination Committee consists of three
and disclose: members, Alison Ledger (Chair), David Krall and John Dyson, each
of whom is an independent non-executive director.
(3)
the charter of the committee;
Further, the Remuneration and Nomination Committee Charter
(4)
the members of the committee; and
prohibits a member of the Committee from being present for
(5)
as at the end of each reporting period,the number of times the
discussions at a Committee meeting on, or vote on a matter regarding,

16 |

committee met throughout the period and the individual his or her remuneration.
attendances of the members at those meetings; or The Remuneration and Nomination Committee is chaired by Alison
(b) if it does not have a remuneration committee, disclose
Ledger, who is an independent director for ASX purposes.
that fact and the processes it employs for setting the The number of times the committee met and the individual attendances
level and composition of remuneration for directors and of the members at those meetings is set out in the Directors’ Report.
senior executives and ensuring that such remuneration is
appropriate and not excessive.
8.2 A listed entity should separately disclose its policies and practices Yes The Remuneration and Nomination Committee is responsible for
regarding the remuneration of non-executive directors and the setting and reviewing the policies and practices of the Company
remuneration of executive directors and other senior executives. regarding the remuneration of non-executive directors and the
remuneration of executive directors and other senior executives,
separately.
Policies and practices regarding remuneration of non-executive
directors, executive directors and senior executives are set out in the
Company’s Remuneration Report, which forms part of the Directors’
Report.
8.3 A listed entity which has an equity-based remuneration scheme should: Yes The Company has adopted a Securities Trading Policy which provides
(a) have a policy on whether participants are permitted to enter into
that participants must not, without prior written approval by the
transactions (whether through the use of derivatives or otherwise) relevant person specified in the Policy, engage in hedging
which limit the economic risk of participating in the scheme; and arrangements, deal in derivatives or enter into other arrangements
(b) disclose that policy or a summary of it. which vary economic risk related to the Company's securities.
A copy of the Securities Trading Policy is available on the Company's
website atwww.audinate.com/company/about/corporate-governance.

17 |

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

AUDINATE GROUP LIMITED

ABN/ARBN
56 618 616 916		 Financial year ended:
56 618 616 916 30 June 2021

Our corporate governance statement[1] for the period above can be found at:[2]

  • These pages of our

  • ☐ annual report:

  • This URL on our website: https://www.audinate.com/company/about/corporate-

  • ☒ governance

The Corporate Governance Statement is accurate and up to date as at 16 September 2021 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3]

Date: 16 September 2021

Name of authorised officer authorising lodgement: Rob Goss

1 “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.

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 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 Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

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

3 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. See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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.		 ☒
and we have disclosed a copy of our board charter at:
https://www.audinate.com/company/about/corporate-governance
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.		 ☒
1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.		 ☒
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.		 ☒

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 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 2

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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 to
achieve gender diversity;
(2)
the entity’s progress towards achieving those
objectives; and
(3)
either:
(A)
the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B)
if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.		 ☒
and we have disclosed a copy of our diversity policy at:
https://www.audinate.com/company/about/corporate-governance
and we have disclosed the information referred to in paragraph (c) in
the Directors’ Report contained within our Annual Report:
https://investor.audinate.com/investor-centre/?page=financial-reports
and in the Corporate Governance Statement:
https://www.audinate.com/company/about/corporate-governance
1.6 A listed entity should:
(a)
have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b)
disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.		 ☒
and we have disclosed the evaluation process referred to in
paragraph (a) in our Corporate Governance Statement at:
https://www.audinate.com/company/about/corporate-governance
A performance evaluation was undertaken for the reporting period in
accordance with the outlined process in our Corporate Governance
Statement at: https://www.audinate.com/company/about/corporate-
governance

Page 3

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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.		 ☒
and we have disclosed the evaluation process referred to in
paragraph (a) in our Corporate Governance Statement at:
https://www.audinate.com/company/about/corporate-governance
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process in Corporate
Governance Statement at:
https://www.audinate.com/company/about/corporate-governance

Page 4

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:
(a)
have a nomination committee which:
(1)
has at least three members, a majority of whom are
independent directors; and
(2)
is chaired by an independent director,
and disclose:
(3)
the charter of the committee;
(4)
the members of the committee; and
(5)
as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b)
if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.		 ☒
and we have disclosed a copy of the charter of the committee at:
https://www.audinate.com/company/about/corporate-governance
and the information referred to in paragraphs (4) and (5) in the
Directors’ Report contained within our Annual Report:
https://investor.audinate.com/investor-centre/?page=financial-reports
2.2 A listed entity should have and disclose a board skills matrix
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.		 ☒
and we have disclosed our board skills matrix in our Corporate
Governance Statement at:
https://www.audinate.com/company/about/corporate-governance

Page 5

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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, affiliation 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.		 ☒
We have disclosed the names of the directors considered by the
board to be independent directors in our Corporate Governance
Statement at:
https://www.audinate.com/company/about/corporate-governance
The information referred to in paragraph (b) is N/A
The length of service of each director is set out our Corporate
Governance Statement at:
https://www.audinate.com/company/about/corporate-governance
2.4 A majority of the board of a listed entity should be independent
directors.		 ☒
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.		 ☒
2.6 A listed entity should have a program for inducting new
directors and for 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.		 ☒
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values. ☒
We have disclosed our values in our Corporate Governance
Statement:
https://www.audinate.com/company/about/corporate-governance
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.		 ☒
We have disclosed our code of conduct at:
https://www.audinate.com/company/about/corporate-governance

Page 6

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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.		 ☒
and we have disclosed our whistleblower policy at:
https://www.audinate.com/company/about/corporate-governance
3.4 A listed entity should:
(a)
have and disclose an anti-bribery and corruption policy;
and
(b)
ensure that the board or committee of the board is
informed of any material breaches of that policy.		 ☒
and we have disclosed our anti-bribery and corruption policy, which
forms part of the Code of Conduct, at:
https://www.audinate.com/company/about/corporate-governance

Page 7

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
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 we have disclosed a copy of the charter of the committee at:
https://www.audinate.com/company/about/corporate-governance
and the information referred to in paragraphs (4) and (5) in the
Directors’ Report contained within our Annual Report:
https://investor.audinate.com/investor-centre/?page=financial-reports
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.		 ☒
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.		 ☒

Page 8

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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.		 ☒We have disclosed our Continuous Disclosure policy at:
https://www.audinate.com/company/about/corporate-governance
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.		 ☒
5.3 A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.		 ☒
6.1 A listed entity should provide information about itself and its
governance to investors via its website.		 ☒
and we have disclosed information about us and our governance on
our website at:
https://www.audinate.com/company/about/corporate-governance
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.		 ☒
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.		 ☒
and we have disclosed how we facilitate and encourage participation
at meetings of security holders in our Shareholder Communications
Policy at:
https://www.audinate.com/company/about/corporate-governance
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.		 ☒
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.		 ☒

Page 9

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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 we have disclosed a copy of the charter of the committee at:
https://www.audinate.com/company/about/corporate-governance
and the information referred to in paragraphs (4) and (5) ) in our
Directors’ Report contained within our Annual Report:
https://investor.audinate.com/investor-centre/?page=financial-reports
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.		 ☒
We have disclosed whether a review of the entity’s risk management
framework was undertaken during the reporting period in our
Corporate Governance Statement at:
https://www.audinate.com/company/about/corporate-governance
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 governance, risk
management and internal control processes.		 ☒
We have disclosed 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 at:
https://www.audinate.com/company/about/corporate-governance

Page 10

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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.		 ☒
and we have disclosed whether we have any material exposure to
environmental and social risks in our Corporate Governance
Statement at:
https://www.audinate.com/company/about/corporate-governance
and in our Annual Report:
https://investor.audinate.com/investor-centre/?page=financial-reports
and, if we do, how we manage or intend to manage those risks in
our Annual Report:
https://investor.audinate.com/investor-centre/?page=financial-reports

Page 11

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation Corporate Governance Council recommendation Where a box below is ticked,4we have followed the
recommendationin full for thewhole of the period above. We
have disclosed this in our Corporate Governance Statement:		 Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:5
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 we have disclosed a copy of the charter of the committee at:
https://www.audinate.com/company/about/corporate-governance
and the information referred to in paragraphs (4) and (5) in the
Directors’ Report contained within our Annual Report:
https://investor.audinate.com/investor-centre/?page=financial-reports
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.		 ☒
We have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives
in the Remuneration Report contained within our Annual Report:
https://investor.audinate.com/investor-centre/?page=financial-reports
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.		 ☒
We have disclosed our policy on this issue or a summary of it in our
Securities Trading Policy at:
https://www.audinate.com/company/about/corporate-governance

Page 12

ASX Listing Rules Appendix 4G (current at 17/7/2020)

More from AUDINATE GROUP LIMITED

Share Issue/Capital Change 2026
Apr 19
Share Issue/Capital Change 2026
Apr 12
Interim / Quarterly Report 2026
Feb 15
Investor Presentation 2026
Feb 15
Interim / Quarterly Report 2026
Feb 15
Report Publication Announcement 2026
Feb 1
Share Issue/Capital Change 2026
Jan 12
Major Shareholding Notification 2025
Dec 1
Major Shareholding Notification 2025
Nov 30
Share Issue/Capital Change 2025
Nov 27
View all filings →