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BLINKLAB LIMITED Governance Information 2025

Aug 27, 2025

64496_rns_2025-08-27_44c99b51-4162-40eb-aa33-3fe3264a60ba.pdf

Governance Information

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Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

BlinkLab Limited

ACN
652 901 703
Financial year ended:
652 901 703 30 June 2025

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

These pages of our annual report: This URL on our https://www.blinklab.org website:

The Corporate Governance Statement is accurate and up to date as at 28 August 2025 and has been approved by the board.

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

Date: 28 August 2025 Name of authorised officer Chris Achurch – Company Secretary on behalf of the Board of authorising lodgement: Directors.

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 fullfor the wholeof 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.blinklab.org

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
1.2 A listed entity should:
(a)
undertake appropriate checks before appointing a 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.

set out in our Corporate Governance StatementOR

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

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
1.4 The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with
the proper functioning of the board.

set out in our Corporate Governance Statement OR

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

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 fullfor the wholeof 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:
……………………………………………………………………………..
and we have disclosed the information referred to in paragraph (c)
at:
……………………………………………………………………………..
and if we were included in the S&P / ASX 300 Index at the
commencement of the reporting period our measurable objective for
achieving gender diversity in the composition of its board of not less
than 30% of its directors of each gender within a specified period.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
1.6 A listed entity should:
(a)
have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b)
disclose 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) at:
https://www.blinklab.org
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
https://www.blinklab.org

set out in our Corporate Governance StatementOR

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

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 fullfor the wholeof 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) at:
https://www.blinklab.org
set out in our Corporate Governance Statement
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
https://www.blinklab.org
set out in our Corporate Governance Statement

set out in our Corporate Governance StatementOR

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

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 fullfor the wholeof 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:
……………………………………………………………………………..
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
and we have disclosed the fact that we do not have a nomination
committee and the processes we employ 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 at:
……………………………………………………………………………..

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
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 at:
https://www.blinklab.org
set out in our Corporate Governance Statement

set out in our Corporate Governance StatementOR

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

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 fullfor the wholeof 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.

and we have disclosed the names of the directors considered by the
board to be independent directors at:
https://www.blinklab.org
and, where applicable, the information referred to in paragraph (b)
at:
N/a
and the length of service of each director at:
https://www.blinklab.org

set out in our Corporate Governance Statement
2.4 A majority of the board of a listed entity should be independent
directors.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
2.5 The chair of the board of a listed entity should be an
independent director and, in particular, should not be the same
person as the CEO of the entity.

set out in our Corporate Governance StatementOR

we are an externally managed entity and this recommendation
is therefore not applicable
2.6 A listed entity should have a program for inducting new
directors and 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.

set out in our Corporate Governance StatementOR

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

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 fullfor the wholeof 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 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
and we have disclosed our values at:
……………………………………………………………………………..
Corporate Code of Conduct section of Corporate Governance Plan
https://www.blinklab.org

set out in our Corporate Governance Statement
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.

and we have disclosed our code of conduct at:
……………………………………………………………………………..
https://www.blinklab.org

set out in our Corporate Governance Statement
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.blinklab.org

set out in our Corporate Governance Statement
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 at:
……………………………………………………………………………..
https://www.blinklab.org

set out in our Corporate Governance Statement

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 fullfor the wholeof 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:
……………………………………………………………………………..
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
and we have disclosed the fact that we do not have an audit
committee and the processes we employ that independently verify
and safeguard the integrity of our corporate reporting, including the
processes for the appointment and removal of the external auditor
and the rotation of the audit engagement partner at:
……………………………………………………………………………..

set out in our Corporate Governance Statement
4.2 The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.

set out in our Corporate Governance Statement
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.

set out in our Corporate Governance Statement

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 fullfor the wholeof 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.

and we have disclosed our continuous disclosure compliance policy
at:
……………………………………………………………………………..
https://www.blinklab.org

set out in our Corporate Governance Statement
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.

set out in our Corporate Governance Statement
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.

set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.

and we have disclosed information about us and our governance on
our website at:
……………………………………………………………………………..
https://www.blinklab.org

set out in our Corporate Governance Statement
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.

set out in our Corporate Governance Statement
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 at:
……………………………………………………………………………..
https://www.blinklab.org

set out in our Corporate Governance Statement
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.

set out in our Corporate Governance Statement
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.

set out in our Corporate Governance Statement

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 fullfor the wholeof 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:
……………………………………………………………………………..
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
and we have disclosed the fact that we do not have a risk committee
or committees that satisfy (a) and the processes we employ for
overseeing our risk management framework at:
……………………………………………………………………………..

set out in our Corporate Governance Statement
7.2 The board or a committee of the board should:
(a)
review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound and
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.

and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting period
at:
……………………………………………………………………………..
https://www.blinklab.org

set out in our Corporate Governance Statement

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 fullfor the wholeof 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
7.3 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.

and we have disclosed how our internal audit function is structured
and what role it performs at:
……………………………………………………………………………..
and 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 at:
https://www.blinklab.org

set out in our Corporate Governance Statement
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 at:
……………………………………………………………………………..
In the Company’s Annual Report
https://www.blinklab.org
and, if we do, how we manage or intend to manage those risks at:
……………………………………………………………………………..
In the Company’s Annual Report
https://www.blinklab.org

set out in our Corporate Governance Statement

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 fullfor the wholeof 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:
……………………………………………………………………………..
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
and we have disclosed the fact that we do not have a remuneration
committee and the processes we employ for setting the level and
composition of remuneration for directors and senior executives and
ensuring that such remuneration is appropriate and not excessive:
……………………………………………………………………………..

set out in our Corporate Governance StatementOR

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

and 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
at:
……………………………………………………………………………..
In the Company’s Remuneration Report (within the Company’s
Annual Report)
https://www.blinklab.org

set out in our Corporate Governance Statement OR

we are an externally managed entity and this recommendation
is therefore not applicable
8.3 A listed entity which has an equity-based remuneration scheme
should:
(a)
have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b)
disclose that policy or a summary of it.

and we have disclosed our policy on this issue or a summary of it at:
………………………………………………………………………
In the Company’s Remuneration Report (within the Company’s
Annual Report)
https://www.blinklab.org

set out in our Corporate Governance StatementOR

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

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

Page 12

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 fullfor the wholeof 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
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language
in which board or security holder meetings are held or key
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to
those documents.
N/A
set out in our Corporate Governance Statement OR

we do not have a director in this position and this
recommendation is therefore not applicable OR

we are an externally managed entity and this recommendation
is therefore not applicable
9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.
N/A
set out in our Corporate Governance StatementOR

we are established in Australia and this recommendation is
therefore not applicable OR

we are an externally managed entity and this recommendation
is therefore not applicable
9.3 A listed entity established outside Australia, and an externally
managed listed entity that has an AGM, should ensure that its
external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.
N/A
set out in our Corporate Governance StatementOR

we are established in Australia and not an externally managed
listed entity and this recommendation is therefore not
applicable

we are an externally managed entity that does not hold an
AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative to Recommendation 1.1 for externally managed
listed entities:
The responsible entity of an externally managed listed entity
should disclose:
(a)
the arrangements between the responsible entity and the
listed entity for managing the affairs of the listed entity;
and
(b)
the role and responsibility of the board of the responsible
entity for overseeing those arrangements.
N/A
set out in our Corporate Governance Statement
- Alternative to Recommendations 8.1, 8.2 and 8.3 for externally
managed listed entities:
An externally managed listed entity should clearly disclose the
terms governing the remuneration of the manager.
N/A
set out in our Corporate Governance Statement

Page 13

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

1.1 Departures from Recommendations

Following admission to the Official List of ASX, the Company will be required to report any departures from the Recommendations in its annual financial report.

The Company’s compliance and departures from the Recommendations as at the date of this annual financial report are set out on the following pages.

RECOMMENDATIONS (4[TH] COMPLY EXPLANATION EDITION)

RECOMMENDATIONS
(4TH
EDITION)
RECOMMENDATIONS
(4TH
EDITION)
COMPLY EXPLANATION
PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
Recommendation 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.
YES The Company has adopted a
Board Charter that sets out the
specific roles and responsibilities
of the Board, the Chair and
management
and
includes
a
description
of
those
matters
expressly reserved to the Board
and
those
delegated
to
management.
The Board Charter sets out the
specific responsibilities of the
Board, requirements as to the
Board’s composition, the roles and
responsibilities of the Chairman
and Company Secretary, the
establishment,
operation
and
management
of
Board
Committees, Directors’ access to
Company
records
and
information, details of the Board’s
relationship with management,
details of the Board’s performance
review and details of the Board’s
disclosure policy.
A copy of the Company’s Board
Charter, which is part of the
Company’s
Corporate
Governance Plan, is available on
the Company’s website.
Recommendation 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 relevant to a
YES (a) The Company has guidelines
for
the
appointment
and
selection of the Board and
senior
executives
in
its
Corporate Governance Plan.
The
Company’s
Remuneration
and
Nomination
Committee
Charter (in the Company’s
Corporate Governance Plan)
requires
the
Nomination
RECOMMENDATIONS
(4TH
EDITION)
COMPLY EXPLANATION
decision on whether or not to
elect or re-elect a director.
Committee (or, in its absence,
the
Board)
to
ensure
appropriate checks (including
checks
in
respect
of
character,
experience,
education, criminal record
and bankruptcy history (as
appropriate)) are undertaken
before appointing a Director
or senior executive, or putting
someone forward for election,
as a Director.
(b) Under the Remuneration and
Nomination
Committee
Charter,
all
material
information relevant to a
decision on whether or not to
elect or re-elect a Director
must be provided to security
holders in the Notice of
Meeting
containing
the
resolution to elect or re-elect
a Director.
Recommendation 1.3
A listed entity should have a written
agreement with each director and
senior executive setting out the terms
of their appointment.
YES The Company’s Remuneration
and
Nomination
Committee
Charter requires the Nomination
Committee (or, in its absence, the
Board)
to
ensure
that
each
Director and senior executive is a
party to a written agreement with
the Company which sets out the
terms of that Director’s or senior
executive’s appointment.
The
Company
has
written
agreements with each of its
Directors and senior executives.
Recommendation 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.
YES The Board Charter outlines the
roles,
responsibility
and
accountability of the Company
Secretary. In accordance with this,
the
Company
Secretary
is
accountable directly to the Board,
through the Chair, on all matters to
do with the proper functioning of
the Board.
Recommendation 1.5
A listed entity should:
PARTIALLY (a) The Company has adopted a
Diversity
Policy
which
provides a framework for the
RECOMMENDATIONS
(4TH
EDITION)
COMPLY EXPLANATION
(a) have 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;
(c) disclose in relation to each
reporting period:
(i) the measurable objectives
set for that period to achieve
gender diversity;
(ii) the entity’s progress towards
achieving those objectives;
and
(iii) 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.
Company
to
establish,
achieve
and
measure
diversity objectives, including
in respect of gender diversity.
The
Diversity
Policy
is
available, as part of the
Corporate Governance Plan,
on the Company’s website.
(b) The Diversity Policy allows
the Board to set measurable
gender diversity objectives, if
considered appropriate, and
to continually monitor both
the objectives, if any have
been set, and the Company’s
progress in achieving them.
The
measurable
gender
diversity objectives for each
financial year (if any), and the
Company’s
progress
in
achieving
them,
will
be
detailed in the Company’s
Annual Report. The Board
does not presently intend to
set
measurable
gender
diversity objectives because:
(i) the
Board
does
not
anticipate there will be a
need to appoint any new
Directors
or
senior
executives due to limited
nature of the Company’s
existing activities and the
Board’s view that the
existing Directors and
senior executives have
sufficient
skill
and
experience to carry out
the Company’s plans;
and
(ii) if it becomes necessary
to
appoint
any
new
Directors
or
senior
executives, the Board will
consider the application
of a measurable gender
diversity objective and
determine whether, in
light of the size of the
Company and the Board,
RECOMMENDATIONS
(4TH
EDITION)
COMPLY EXPLANATION
requiring
specified
objectives to be met will
unduly limit the Company
from
applying
the
Diversity Policy as a
whole
and
the
Company’s
policy
of
appointing
based
on
skills and merit.
The respective proportions of
men and women on the
Board and in senior executive
positions for each financial
year will be disclosed in the
Company’s Annual Report.
The Company was not in the
S&P / ASX 300 Index at the
commencement
of
the
reporting period.
Recommendation 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.
YES (a) The Company’s Nomination
Committee (or, in its absence,
the Board) is responsible for
evaluating the performance of
the Board, its committees and
individual Directors on an
annual basis. It may do so
with the aid of an independent
advisor. The process for this
is set out in the Company’s
Corporate Governance Plan,
which is available on the
Company’s website.
(b) The Company’s Corporate
Governance Plan requires
the Company to disclose
whether or not performance
evaluations were conducted
during the relevant reporting
period. The Company has
and will continue to complete
performance evaluations in
respect of the Board, its
committees
(if
any)
and
individual Directors for each
financial year in accordance
with the above process.
Recommendation 1.7
A listed entity should:
YES (a) The Company’s Nomination
Committee (or, in its absence,
the Board) is responsible for
RECOMMENDATIONS
(4TH
EDITION)
COMPLY EXPLANATION
(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.
evaluating the performance of
the
Company’s
senior
executives on an annual
basis.
The
Company’s
Remuneration Committee (or,
in its absence, the Board) is
responsible for evaluating the
remuneration
of
the
Company’s senior executives
on an annual basis. A senior
executive,
for
these
purposes,
means
key
management personnel (as
defined in the Corporations
Act)
other
than
a
non
executive Director.
The applicable processes for
these evaluations can be
found
in
the
Company’s
Corporate Governance Plan,
which is available on the
Company’s website.
(b) The Company’s Corporate
Governance Plan requires
the Company to disclose
whether or not performance
evaluations were conducted
during the relevant reporting
period. The Company has
completed performance
evaluations in respect of the
senior executives for the
financial year in accordance
with the applicable
processes.
PRINCIPLE 2: STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
Recommendation 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;
PARTIALLY (a) The
Company
does
not
currently have a Nomination
Committee. The Company’s
Remuneration
and
Nomination
Committee
Charter
provides
for
the
creation of a Nomination
Committee (if it is considered
it will benefit the Company),
with at least three members, a
majority
of
whom
are
independent Directors, and
RECOMMENDATIONS
(4TH
EDITION)
COMPLY EXPLANATION
(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.
which must be chaired by an
independent Director.
(b) The Company does not have
a Nomination Committee as
the
Board
considers
the
Company will not currently
benefit from its establishment.
In
accordance
with
the
Company’s Board Charter,
the Board carries out the
duties that would ordinarily be
carried out by the Nomination
Committee
under
the
Remuneration
and
Nomination
Committee
Charter,
including
the
following
processes
to
address succession issues
and to ensure the Board has
the appropriate balance of
skills, knowledge, experience,
independence and diversity to
enable it to discharge its
duties
and
responsibilities
effectively:
(i) devoting time at least
annually to discuss Board
succession issues and
updating the Company’s
Board skills matrix; and
(ii) all Board members being
involved
in
the
Company’s
nomination
process, to the maximum
extent permitted under
the Corporations Act and
ASX Listing Rules.
Recommendation 2.2
A listed entity should have and
disclose a board skill matrix setting
out the mix of skills the board
currently has or is looking to achieve
in its membership.
YES Under the Remuneration and
Nomination Committee Charter (in
the
Company’s
Corporate
Governance
Plan),
the
Nomination Committee (or, in its
absence, the Board) is required to
prepare a Board skill matrix setting
out the mix of skills and diversity
that the Board currently has (or is
looking to achieve) and to review
this at least annually against the
Company’s Board skills matrix to
ensure the appropriate mix of skills
RECOMMENDATIONS
(4TH
EDITION)
COMPLY EXPLANATION
and
expertise
is
present
to
facilitate
successful
strategic
direction, and deal with new and
emerging
business
and
governance issues.
The Company has a Board skill
matrix setting out the mix of skills
and diversity that the Board
currently has or is looking to
achieve in its membership. A copy
is available in the Company’s
Corporate Governance Plan, on
the Company’s website.
The Board Charter requires the
disclosure
of
each
Board
member’s
qualifications
and
expertise. Full details as to each
Director and senior executive’s
relevant skills and experience are
available in the Company’s Annual
Report.
Recommendation 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 of
the ASX Corporate Governance
Principles and Recommendation
(4thEdition), 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
YES (a) The Board Charter requires
the disclosure of the names of
Directors considered by the
Board to be independent. The
Company will disclose those
Directors it considers to be
independent in its Annual
Report. The Board considers
the following Directors are
independent:
Mr
Brian
Leedman,
Dr
Richard
Hopkins
and
Ms
Jane
Morgan.
(b) The Board has considered
the guidance in Principle 2
and
in
particular
the
relationships
affecting
independent status. In its
assessment
of
independence,
the
Board
considers all relevant facts
and
circumstances.
Relationships that the Board
will take into consideration
when
evaluating
independence are whether a
Director:
RECOMMENDATIONS
(4TH
EDITION)
COMPLY EXPLANATION
(i) is
a
substantial
shareholder
of
the
Company, or otherwise
associated directly with a
substantial shareholder
of the Company;
(ii) is employed, or has been
previously employed in
an executive capacity by
the Company or another
Company member, and
there has not been a
period of at least three
years between ceasing
such employment and
serving on the Board;
(iii) has within the last three
years been a principal or
a material professional
advisor or a material
consultant
to
the
Company
or
another
Company member, or an
employee
materially
associated
with
the
Company’s
operations;
or
(iv) has
a
material
contractual
relationship
with the company or
another
Company
member other than as a
Director.
There are no independent
Directors who fall into this
category.
(c) The
Company’s
Annual
Report will disclose the length
of service of each Director, as
at the end of each financial
year.
Recommendation 2.4
A majority of the board of a listed
entity
should
be
independent
directors.
YES The Company’s Board Charter
requires that, where practical, the
majority of the Board should be
independent.
The Board currently comprises a
total of 4 directors, of whom 3 are
considered to be independent. As
RECOMMENDATIONS
(4TH
EDITION)
COMPLY EXPLANATION
such, independent directors are
currently a majority of the Board.
Recommendation 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.
YES The Board Charter provides that,
where practical, the Chair of the
Board should be an independent
Director and should not be the
CEO/Managing Director.
The Chair of the Company is an
independent Director and is not
the CEO/Managing Director.
Recommendation 2.6
A listed entity should have a program
for inducting new directors and
periodically reviewing whether there
is a need for existing director to
undertake professional development
to maintain the skills and knowledge
needed to perform their role as
directors effectively.
YES In accordance with the Company’s
Board Charter, the Board is
responsible
for
procuring
appropriate
professional
development
opportunities
for
Directors to develop and maintain
the skills and knowledge needed
to perform their role as Directors
efficiently.
The
Company
Secretary is also responsible for
facilitating
the
induction
and
professional
development
of
Directors.
PRINCIPLE 3: INSTIL A CULTURE OF ACING LAWFULLY, ETHICALLY AND
RESPONSIBLY
Recommendation 3.1
A listed entity should articulate and
disclose its values.
YES The Company is committed to
conducting all of its business
activities in accordance with the
stated values set out in the
Company’s Code of Conduct
(which
forms
part
of
the
Company’s
Corporate
Governance Plan).
Recommendation 3.2
A listed entity should:
(a) have and disclose a code of
conduct for its directors, senior
executives and employees;
(b) ensure that the board or a
committee of the board is
informed of any material breaches
of that code by a director or senior
executive; and
YES The Company’s Corporate Code
of Conduct applies to all Directors,
officers,
contractors,
senior
executives and employees (Staff).
Staff are under the obligation to
ensure that the Code of Conduct is
not breached. If any Staff notice
any violations of the Code of
Conduct, they must notify the
Company Secretary or the Chair of
the Company (if applicable). The
Directors must ensure that reports
of any breach of the Code of
Conduct
undergoes
thorough
RECOMMENDATIONS
(4TH
EDITION)
COMPLY EXPLANATION
(c) any other material breaches of
that code that call into question
the culture of the organisation.
investigations and that appropriate
action is taken by the Company.
Recommendation 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.
YES The
Company’s
Whistleblower
Policy (which forms part of the
Corporate Governance Plan) is
available
on
the
Company’s
website. The Board is to be
immediately notified of any reports
made under the Whistleblower
Policy concerning allegations of
serious misconduct.
The Company Secretary is also
required to prepare reports which
contain a general summary of the
number and types of incidents
identified or complaints received
through the Company’s internal
reporting processes, together with
a description of the nature and
results
of
any
investigation
conducted as a result of a reported
incident
or
complaint.
These
reports are to be provided to the
Board and the Audit and Risk
Committee (if applicable).
Recommendation 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.
YES The Company’s Anti-Bribery and
Corruption Policy (which forms
part of the Corporate Governance
Plan)
is
available
on
the
Company’s website. Any actual or
suspected breach of the Anti-
Bribery and Corruption Policy
must be reported to the Company
Secretary or the CEO/Managing
Director (if applicable). Reports
can also be made in accordance
with the Whistleblower Policy.
PRINCIPLE 4: SAFEGUARD INTEGRITY IN FINANCIAL REPORTING
Recommendation 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
PARTIALLY (a) The Company does not have
an Audit and Risk Committee.
The Company’s Corporate
Governance Plan contains an
Audit and Risk Committee
Charter that provides for the
creation of an Audit and Risk
Committee (if it is considered
it will benefit the Company),
RECOMMENDATIONS
(4TH
EDITION)
COMPLY EXPLANATION
are independent directors;
and
(ii)
is
chaired
by
an
independent director, who
is not the chair of the
board,
and disclose:
(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.
with at least three members,
all
of
whom
must
be
independent Directors, and
which must be chaired by an
independent Director who is
not the Chair.
(b) The Company does not have
an Audit and Risk Committee
as the Board considers the
Company will not currently
benefit from its establishment.
In
accordance
with
the
Company’s Board Charter,
the Board carries out the
duties that would ordinarily be
carried out by the Audit and
Risk Committee under the
Audit and Risk Committee
Charter
including
the
following
processes
to
independently
verify
and
safeguard the integrity of its
financial reporting, including
the
processes
for
the
appointment and removal of
the external auditor and the
rotation
of
the
audit
engagement partner:
(i) the Board devotes time at
annual Board meetings to
fulfilling the roles and
responsibilities
associated
with
maintaining
the
Company’s internal audit
function
and
arrangements
with
external auditors; and
(ii) all members of the Board
are
involved
in
the
Company’s audit function
to ensure the proper
maintenance of the entity
and the integrity of all
financial reporting.
Recommendation 4.2
The board of a listed entity should,
before
it
approves
the
entity’s
financial statements for a financial
YES The Company’s Audit and Risk
Committee Charter requires the
CEO and CFO (or, if none, the
person(s) fulfilling those functions)
RECOMMENDATIONS
(4TH
EDITION)
COMPLY EXPLANATION
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.
to provide a sign off on these
terms.
The Company intends to obtain a
sign off on these terms for each of
its financial statements in each
financial year.
Recommendation 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.
YES The process which is followed to
verify
the
integrity
of
the
Company’s
periodic
corporate
reports is tailored based on the
nature of the relevant report, its
subject matter and where it will be
published. However, the Company
seeks to adhere to the general
principles
set
out
in
its
Shareholder
Communication
Policy (which forms part of the
Corporate Governance Plan) with
respect to the preparation and
verification
of
its
corporate
reporting.
PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE
Recommendation 5.1
A listed entity should have and
disclose a written policy for complying
with
its
continuous
disclosure
obligations under listing rule 3.1.
YES The
Company’s
Corporate
Governance
Plan
contains
a
Continuous
Disclosure
Policy
which sets out the processes the
Company follows to comply with
its
continuous
disclosure
obligations under the ASX Listing
Rules
and
other
relevant
legislation.
The Corporate Governance Plan,
which
incorporates
the
Continuous Disclosure Policy, is
available
on
the
Company
website.
Recommendation 5.2
A listed entity should ensure that its
board receives copies of all material
YES In accordance with the Company’s
Continuous
Disclosure
Policy
(which forms part of the Corporate
Governance Plan), the Board
receives copies of all material
RECOMMENDATIONS
(4TH
EDITION)
COMPLY EXPLANATION
market
announcements
promptly
after they have been made.
market announcements promptly
after they have been made.
Recommendation 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.
YES In accordance with the Company’s
Continuous
Disclosure
Policy
(which forms part of the Corporate
Governance
Plan),
any
substantive written material or
presentations made to institutions,
stockbrokers
or
shareholders,
which do not contain material
information, will be placed on the
Company’s website prior to such
presentations and will be sent to
ASX
PRINCIPLE 6: RESPECT THE RIGHTS OF SECURITY HOLDERS
Recommendation 6.1
A
listed
entity
should
provide
information about itself and its
governance to investors via its
website.
YES Information about the Company
and its governance is available in
the Corporate Governance Plan
which can be found on the
Company’s website.
Recommendation 6.2
A listed entity should design and
implement
an
investor
relations
program to facilitate effective two-
way communication with investors.
YES The Company has adopted a
Shareholder
Communications
Policy which aims to promote and
facilitate
effective
two-way
communication
with
investors.
The Shareholder Communications
Policy outlines a range of ways in
which
information
is
communicated to shareholders
and is available on the Company’s
website as part of the Company’s
Corporate Governance Plan.
Recommendation 6.3
A listed entity should disclose the
policies and processes it has in place
to
facilitate
and
encourage
participation at meetings of security
holders.
YES Shareholders are encouraged to
participate at all general meetings
and AGMs of the Company. Upon
the despatch of any notice of
meeting to Shareholders, the
Company Secretary shall send out
material
stating
that
all
Shareholders are encouraged to
participate at the meeting.
Recommendation 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.
YES All substantive resolutions at a
meeting of security holders will be
decided by a poll rather than by a
show of hands.
RECOMMENDATIONS
(4TH
EDITION)
COMPLY EXPLANATION
Recommendation 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.
YES The Shareholder Communication
Policy
provides
that
security
holders can register with the
Company
to
receive
email
notifications
when
an
announcement is made by the
Company to the ASX, including
the release of the Annual Report,
half yearly reports and quarterly
reports. Links are made available
to the Company’s website on
which all information provided to
the ASX is immediately posted.
Shareholders queries can be
made
through
the
Company
website
or
alternatively,
shareholders may contact the
Company Secretary.
PRINCIPLE 7: RECOGNISE AND MANAGE RISK
Recommendation 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
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
PARTIALLY (a) The Company does not have
an Audit and Risk Committee.
The Company’s Corporate
Governance Plan contains an
Audit and Risk Committee
Charter that provides for the
creation of an Audit and Risk
Committee (if it is considered
it will benefit the Company),
with at least three members,
all
of
whom
must
be
independent Directors, and
which must be chaired by an
independent Director.
A copy of the Corporate
Governance Plan is available
on the Company’s website.
(b) The Company does not have
an Audit and Risk Committee
as the Board consider the
Company will not currently
benefit from its establishment.
In
accordance
with
the
Company’s Board Charter,
the Board carries out the
duties that would ordinarily be
carried out by the Audit and
Risk Committee under the
Audit and Risk Committee
Charter.
Relevantly,
the
RECOMMENDATIONS
(4TH
EDITION)
COMPLY EXPLANATION
fact and the process it employs
for overseeing the entity’s risk
management framework.
Board
devotes
time
at
quarterly Board meetings to
fulfilling
the
roles
and
responsibilities
associated
with
overseeing risk
and
maintaining the entity’s risk
management framework and
associated
internal
compliance
and
control
procedures.
Recommendation 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.
YES (a) The
Audit
and
Risk
Committee Charter requires
that the Audit and Risk
Committee (or, in its absence,
the Board) should, at least
annually, satisfy itself that the
Company’s risk management
framework continues to be
sound and that the Company
is operating with due regard
to the risk appetite set by the
Board.
(b) The
Company’s
Risk
Management Policy requires
the Company to disclose at
least annually whether such a
review of the company’s risk
management framework has
taken place (such a review
was undertaken during the
year).
RECOMMENDATIONS
(4TH
EDITION)
COMPLY EXPLANATION
Recommendation 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.
PARTIALLY (a) The
Audit
and
Risk
Committee Charter provides
for
the
Audit
and
Risk
Committee to monitor the
need for an internal audit
function.
(b) The Company does not have
an internal audit function. The
Board considers the process
employed pursuant to the
Audit and Risk Committee
Charter
and
Risk
Management
Policy
are
sufficient for evaluating and
continually
improving
the
effectiveness
of
its
governance,
risk
management and internal
control processses given the
size and complexity of the
current business. The Board
will assess on an ongoing
basis whether it would be
beneficial
to
appoint
an
internal auditor.
Recommendation 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.
YES The
Company’s
Risk
Management Policy requires the
Audit and Risk Committee (or, in
its absence, the Board) to assist
management determine whether
the Company has any material
exposure to environmental and/or
social risks and, if it does, how it
manages or intends to manage
those risks.
The Company will disclose this
information in its Annual Report (if
applicable).
PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY
Recommendation 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
PARTIALLY (a) The Company does not have
a Remuneration Committee.
The Company’s Corporate
Governance Plan contains a
Remuneration
Committee
and Nomination Committee
Charter that provides for the
creation of a Remuneration
Committee (if it is considered
RECOMMENDATIONS
(4TH
EDITION)
COMPLY EXPLANATION
(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.
it will benefit the Company),
with at least three members, a
majority of whom must be
independent Directors, and
which must be chaired by an
independent Director.
(b) The Company does not have
a Remuneration Committee
as the Board considers the
Company will not currently
benefit from its establishment.
In
accordance
with
the
Company’s Board Charter,
the Board carries out the
duties that would ordinarily be
carried
out
by
the
Remuneration
Committee
under the Remuneration and
Nomination
Committee
Charter.
Relevantly,
the
Board devotes time at annual
Board meetings to assess the
level
and
composition
of
remuneration
for
directors
and executives to ensure that
such
remuneration
is
appropriate
and
not
execssive.
Recommendation 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.
YES The Company’s Remuneration
and
Nomination
Committee
Charter
requires
the
Remuneration Committee (or, in
its absence, the Board) to set
policies and practices regarding
the remuneration of Directors and
senior
executives,
which
is
disclosed in the remuneration
report,
contained
in
the
Company’s Annual Report.
Recommendation 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
YES (a) The Company has an equity
based remuneration scheme.
The
Remuneration
and
Nomination
Committee
Charter
requires
the
Remuneration
Committee
(or, in its absence, the Board)
to
review,
manage
and
disclose the policy (if any)
RECOMMENDATIONS
(4TH
EDITION)
COMPLY EXPLANATION
economic risk of participating in
the scheme; and
(b) disclose that policy or a summary
of it.
under which participants to an
employee incentive scheme
of the Company may be
permitted (at the discretion of
the Company) to enter into
transactions
(whether
through the use of derivatives
or otherwise) which limit the
economic risk of participating
in the employee incentive
scheme.
The Company’s Securities
Trading Policy prohibits Key
Management Personnel:
(i)
participating in equity-
based
incentive
schemes 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 entitlement in
the
Company’s
securities; and
(ii)
trading during Closed
Periods
in
financial
products
issued
or
created
over
or
in
respect
of
the
Company’s securities.
(b) The Securities Trading Policy
is available, as part of the
Corporate Governance Plan,
on the Company’s website.
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
Recommendation 9.1
A listed entity with a director who
does not speak the language in which
board or security holder meetings are
held or key corporate documents are
written should disclose the processes
it has in place to ensure the director
understands and can contribute to
the discussions at those meetings
and understands and can discharge
N/A As set out in the Company’s Board
Charter (which forms part of the
Corporate Governance Plan), in
the event that a Director does not
speak the language in which key
corporate documents are written
or Board or shareholder meetings
are held, the Company will ensure
that
such
documents
are
translated into the Director’s native
language, and a translator is
RECOMMENDATIONS
(4TH
EDITION)
COMPLY EXPLANATION
their obligations in relation to those
documents.
present
at
all
Board
and
shareholder meetings.
Recommendation 9.2
A listed entity established outside
Australia
should
ensure
that
meetings of security holders are held
at a reasonable place and time.
N/A All Shareholder meetings will be
held at a reasonable place and
time for shareholders.
Recommendation 9.3
A listed entity established outside
Australia, and an externally managed
listed entity that has an AGM, should
ensure that its external auditor
attends its AGM and is available to
answer
questions
from
security
holders relevant to the audit.
N/A The Company’s Auditor will attend
the Company’s Annual General
Meeting and will be available to
answer
questions
from
shareholders in respect of the
Company’s audit.
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED
ENTITIES
Alternative to Recommendation 1.1
for externally managed listed entities:
The
responsible
entity
of
an
externally
managed
listed
entity
should disclose:
(a) the arrangements between the
responsible entity and the listed
entity for managing the affairs of
the listed entity; and
(b) the role and responsibility of the
board of the responsible entity for
overseeing those arrangements.
N/A This Recommendation does not
apply to the Company.
Alternative to Recommendations 8.1,
8.2 and 8.3 for externally managed
listed entities:
An externally managed listed entity
should clearly disclose the terms
governing the remuneration of the
manager.
N/A This Recommendation does not
apply to the Company.