CLEARVUE TECHNOLOGIES LIMITED — Governance Information 2018

Sep 11, 2018

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CLEARVUE TECHNOLOGIES LIMITED

CORPORATE GOVERNANCE STATEMENT

ClearVue Technologies Limited (“the Company”) and the Board are committed to achieving and demonstrating the highest standards of corporate governance. The Board continues to review the framework and practices to ensure they meet the interests of shareholders. The Company has adopted systems of control and accountability as the basis for the administration of corporate governance.

The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company’s needs. The Corporate Governance Statement has been structured with reference to the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations with 2014 Amendments 3[rd] edition to the extent that they are applicable to the Company.

Information about the Company’s corporate governance practices are set out below.

This statement is current as at 10 September 2018 and has been approved by the CPV Board.

THE BOARD OF DIRECTORS

The Board is ultimately accountable for the performance of the company and provides leadership and sets the strategic objectives of the company. It appoints all senior executives and assesses their performance on at least an annual basis. It is responsible for overseeing all corporate reporting systems, remuneration frameworks, governance issues, and stakeholder communications. Decisions reserved for the Board relate to those that have a fundamental impact on the company, such as material acquisitions and takeovers, dividends and buybacks, material profits upgrades and downgrades, and significant closures.

Management is responsible for implementing Board strategy, day-to-day operational aspects, and ensuring that all risks and performance issues are brought the Boards attention. They must operate within the risk and authorisation parameters set by the Board.

The Company’s Constitution provides that the number of Directors shall not be less than three. There is no requirement for any shareholding qualification.

If the Company’s activities increase in size, nature and scope, the size of the Board will be reviewed periodically and the optimum number of Directors required to adequately supervise the Company’s activities will be determined within the limitations imposed by the Constitution and as circumstances demand.

Mr Victor Rosenberg is Chair of the Board and is considered to not be an independent director of the Company given he is a major shareholder and employed as an executive of the Company.

The Board reviews its performance annually, as well as the performance of individual Committees and individual directors (including the performance of the Chairman as Chairman of the Board). The criteria for determining the identification and application of a suitable candidate for the Board shall include quality of the individual, background of experience and achievement, compatibility with other Board members, credibility within the Company’s scope of activities, intellectual ability to contribute to Board duties and physical ability to undertake Board duties and responsibilities. The use of an external facilitator may be utilised periodically to assist in the review process. The review for the current financial year will occur in June, to be led by the Chairman. The process will include collective Board discussions and individual

interviews conducted by the Chairman. The review of the Chairman’s role will be conducted by the rest of the Board.

Directors are initially appointed by the full Board, subject to election by shareholders at the next Annual General Meeting. Under the Company’s Constitution the tenure of a Director (other than Managing Director, and only one Managing Director where the position is jointly held) is subject to reappointment by shareholders not later than the third anniversary following his or her last appointment. Subject to the requirements of the Corporations Act, the Board does not subscribe to the principle of retirement age and there is no maximum period of service as a Director. A Managing Director may be appointed for the year and on any terms the Directors think fit and, subject to the terms of any agreement entered into, the appointment may be revoked on notice.

All directors, both executive and non-executive, receive written notifications of their appointment and a new director induction pack which details the terms and conditions of their appointment, remuneration (including superannuation contributions), continuous disclosure requirements (including interests in the company), ongoing confidentiality obligations, company policies on when to seek independent professional advice, the Company’s indemnity and insurance measures.

COMMITTEES OF THE BOARD

The Board has not established a separate nomination committee. Given the scale of the Company’s operations, it is anticipated that the full Board will be able to continue adequately discharge the functions of a Nomination Committee for the short to medium term. The Board will consider establishing a Nomination Committee when the size and complexity of the Company’s operations and management warrant it. In the meantime, the Company has adopted a Nomination Committee Charter and Remuneration Committee Charter, which includes specific responsibilities to be carried out by those committees when they are established.

The Company’s Nomination Committee Charter and Remuneration Committee Charter are available on the Company’s website.

The Board is responsible for developing policies and procedures for the appointment of Directors and identifying new Director candidates, having regard to their skill, diversity and experience that would complement the experience of the other Board members. Any appointment made by the Board (other than a CEO) will be subject to approval by shareholders.

At commencement of the Non-Executive Director selection process, the Company undertakes appropriate checks on potential candidates to consider their suitability.

Prior to appointment, candidates are required to provide the Chairman with details of other commitments (including an indication of time involved), and to acknowledge that they will have adequate time to fulfil his or her responsibilities as a Non-Executive Director. Directors available for election or re-election at a general meeting will be reviewed by the Remuneration and Nomination Committee and recommended to the Board. The Board will provide shareholders with all material information in the possession of the Company in the Notice of Meeting that would be relevant for shareholders to make a decision on whether or not to elect or re-elect a Director, such as whether the Director will qualify as an independent NonExecutive Director and the Director’s qualifications and experience.

The role of the Remuneration and Nomination Committee also includes periodically evaluating the performance of its senior executives, and the Company will disclose in each reporting period whether a performance evaluation was undertaken in accordance with that process.

The Nomination and Remuneration Committee may obtain independent advice on the appropriateness of remuneration packages.

The Board has not established a separate audit committee. Given the present size of the Company and the scale of its operations, the Board has decided that the full Board can adequately discharge the functions of an audit committee. The Board will establish an Audit Committee when the size and complexity of the Company’s operations and management warrant it.

In the meantime, the Board has adopted an Audit and Risk Committee Charter, which includes specific responsibilities relating to audit and risk, and which the Board uses as a guide when acting in the capacity of the Audit Committee. The role of the Audit Committee is to:

• Monitor the integrity of the financial statements of the Company, reviewing significant financial reporting judgements;

• Review the Company’s internal financial control systems and, unless expressly addressed by a separate risk committee or by the Board itself, risk management systems;

• Monitor and review the external audit function including matters concerning appointment and remuneration, independence and non-audit services; and

• Perform such other functions as assigned by law, the Company’s constitution, or the Board.

For further information regarding the Remuneration Policy and Audit, Nomination and Remuneration Committee Charters visit the website www.clearvuepv.com.

The Company does not have an internal audit function, however the Board has established a framework for the management of the Group including a system of internal controls, a business risk management process and the establishment of appropriate ethical standards. The board encourages the external auditor to attend the Annual General Meeting to address any shareholder questions that may arise.

TRADING IN COMPANY SECURITIES

Directors and senior executives are encouraged to own Company shares.

Trading of Company shares is covered by, amongst other things, the Corporations Act and the ASX Listing Rules. The Board has established a Securities Trading Policy that establishes strict guidelines as to when a director, officer or an employee can deal in Company shares. The policy prohibits trading in the Company’s securities during designated blackout periods, particularly around quarterly, six monthly and annual results announcements and whilst the director, officer or employee is in the possession of price-sensitive information.

Employees shall not engage in speculative trading and are prohibited from entering into any dealings in Company securities where margin lending arrangements apply or from entering into hedge contracts which limit the economic risk of participation in the Company’s Employee Incentive Scheme.

A copy of this policy can be found on the in the Corporate Governance section of the Company’s website.

INDEPENDENCE

Given the Company’s present size and scope, it is currently not Company policy to have a majority of independent Directors. Directors have been selected to bring specific skills and industry experience to the Company. For this reason the Board does not maintain a skills matrix, however the Board is considered to have an expansive range of relevant industry experience, financial and other skills and expertise to meet its objectives. Currently three board members are independent Directors and two Directors are deemed to not be Independent due to employment as Executive Directors (in the case of Mr Victor Rosenberg and Mr Jamie Lyford) and due to being, or having acted as, a material professional advisor to the Company (in the case of Mr Ivan Wu and Mr Stuart Carmichael).

Independent Directors

Sean Rosenberg– Non-Executive Director

Non-Independent Directors

Victor Rosenberg – Executive Chairman Jamie Lyford – Executive Director Ivan Wu – Non-Executive Director Stuart Carmichael – Non-Executive Director

When determining the independent status of each Director the board has considered whether the Director:

• Is a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company.

• Is employed, or has previously been employed in an executive capacity by the Company, and there has not been a period of at least three years between ceasing such an employment and serving on the board.

• Has within the last three years been a principal of a material professional adviser or a material consultant to the Company, or an employee materially associated with the services provided.

• Is a material supplier or customer of the Company, or an officer of or otherwise associated directly or indirectly with a material supplier or customer.

• Has a material contractual relationship with the Company other than as a Director.

APPOINTMENTS TO OTHER BOARDS

Directors are required to take into consideration any potential conflicts of interest when accepting appointments to other boards.

INDEPENDENT PROFESSIONAL ADVICE

The Board has determined that individual Directors have the right in connection with their duties and responsibilities as Directors, to seek independent professional advice at the Company’s expense. With the exception of expenses for legal advice in relation to Directors’ rights and duties, the engagement of an outside adviser is subject to prior approval of the Chairman and this will not be withheld unreasonably.

GENDER DIVERSITY

The Company has not adopted an express policy specifically addressing the achievement of gender diversity. Due to the current limited size of the Board, the Board does not consider it necessary to have a gender diversity policy, but will consider adopting a policy in the future. Furthermore, the Company has not set any objectives for achieving gender diversity. Should a gender diversity policy be considered appropriate for the Company in the future due to increases in size of the organisation, the policy will specifically deal with the objectives for achieving diversity.

The Company’s corporate code of conduct provides a framework for undertaking ethical conduct in employment. Under the corporate code of conduct, the Company will not tolerate any form of discrimination or harassment in the workplace. The Group currently has no female board members or senior executives.

CONTINUOUS REVIEW OF CORPORATE GOVERNANCE

Directors consider, on an ongoing basis, how management information is presented to them and whether such information is sufficient to enable them to discharge their duties as Directors of the Company. Such information must be sufficient to enable the Directors to determine appropriate operating and financial strategies from time to time in light of changing circumstances and economic conditions. The Directors recognise that as a business that there are inherent risks and that operational strategies adopted should, notwithstanding, be directed towards improving or maintaining the net worth of the Company.

CODE OF CONDUCT

The Company has adopted a Code of Conduct for Company executives that promote the highest standards of ethics and integrity in carrying out their duties to the Company.

The Code of Conduct can be found on the Company’s website at www.clearvuepv.com.

COMPANY SECRETARY

The Company has a Company Secretary that is appointed by the board by resolution. The Company Secretary is accountable directly to the Board, through the Chairman.

The role of the Company Secretary is as follows:

• Advising the Board and Committees on governance matters.

• Monitoring adherence of Board and Committees to policies and procedures.

• Coordinating timely completion and despatch of Board and Committee papers.

• Ensuring business at Board and Committee meeting is accurately captured in the minutes.

• Helping to organise and facilitate induction and professional development of Directors

CONTINUOUS DISCLOSURE

The Company Secretary, working closely with the Chairman, have been delegated responsibility for the continuous disclosure of information to the market, to ensure:

• All investors have equal and timely access to material information concerning the Company, including its financial position, performance, ownership and governance.

• Company announcements are factual and presented in clear and a balanced way, requiring the disclosure of both positive and negative information.

• When analysts are briefed on aspects of the Company’s operations, the market is forewarned, and the materials used in such presentations are also released to the ASX and posted on the Company’s website.

• Any information that a reasonable person would expect to have a material effect on the price or value of the Company’s share price (as per Listing Rule 3.1) is immediately notified to the ASX.

The Company has established a documented procedure to handle continuous disclosure requirements.

RISK MANAGEMENT SYSTEMS

The identification and management of risk, including calculated risk-taking activity is viewed by management as an essential component in creating shareholder value. Whilst there is currently no risk committee in accordance with recommendation 7.1 (a) the board as a whole is employed to oversee the Company’s risk management framework as explained below.

Management is responsible for developing, maintaining and improving the Company’s risk management and internal control system. A register of material business risks has been established, risks have been analysed and evaluated, risk management processes and controls are in place and reporting schedules developed. Management provides the board with periodic reports identifying areas of potential risks and the safeguards in place to efficiently manage material business risks. These risk management and internal control systems are in place to protect the financial statements of the entity from potential misstatement, and the Board is responsible for satisfying itself annually, or more frequently as required, that management has developed a sound system of risk management and internal control. A review has taken place during this reporting period.

Strategic and operational risks are reviewed at least annually as part of the forecasting and budgeting process. The Company has identified and actively monitors risks inherent in the industry in which the Company operates.

The Board also receives a written assurance from the Chairman and Company Secretary that to the best of their knowledge and belief, the declaration provided to the Board in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control, and that the system is operating effectively in relation to financial reporting risks. The Board notes that due to its nature, internal control assurance from the Chairman and Company Secretary can only be reasonable rather than absolute. This is due to such factors as the need for judgement, the use of testing on a sample basis, the inherent limitations in internal control and because much of the evidence is persuasive rather than conclusive and therefore is not and cannot be designed to detect all weaknesses in internal control procedures.

SECURITY HOLDERS

Investors may inspect the company’s governance and Shareholder Communications policies via the website www.clearvuepv.com which lay out the options to receive communications from, and send communications to, the entity and its security registry electronically.

The Board of Directors aims to ensure that shareholders are informed of all major developments affecting the company’s state of affairs. The information is communicated to shareholders, and forms part of the company’s two-way investor relations program:

• By ensuring that all shareholders can elect to receive information and communications from the

• • company’s share registry either physically or electronically, and can update their preferences through the share registry.

• By the Annual Report being distributed to all shareholders. The Board ensures the Annual Report contains all relevant information about the operations of the company during the financial year, together with details of future developments and other disclosures required under the Corporations Act 2001.

• By publishing its Notice of Meetings and Explanatory Memorandum for each Annual General Meeting or other such meetings as required from time to time;

• By encouraging shareholders to attend and participate in the company’s Annual General Meeting;

• By encouraging shareholders to participate in proxy voting should they be unable to attend the

• company’s Annual General Meeting;

• By the Half Year results report distributed to all shareholders;

• By disclosures forwarded to the ASX under the company’s continuous disclosure obligations;

All information communicated by the company is in accordance with its continuous disclosure requirements under ASX Listing Rule 3.1.

ASX PRINCIPLES OF GOOD CORPORATE GOVERNANCE

The Board has reviewed its current practices in light of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations with 2014 Amendments 3rd edition with a view to making amendments where applicable after considering the Company's size and the resources it has available.

As the Company's activities develop in size, nature and scope, the size of the Board and the implementation of any additional formal corporate governance committees will be given further consideration.

The following table sets out the ASX Corporate Governance Guidelines with which the Company does not comply:

ASX Principle	Reference/comment
1.5 The Board should establish a	The Company does not have an express policy specifically
policy concerning diversity	addressing the achievement of gender diversity. Due to the current
	limited size of the Board, the Board does not consider it necessary to
	have a gender diversity policy, but will consider adopting a policy in
	the future.
	The Company’s Corporate Governance Plan includes a corporate
	code of conduct, which provides a framework for undertaking ethical
	conduct in employment. Under the corporate code of conduct, the
	Company will not tolerate any form of discrimination or harassment
	in the workplace.

ASX Principle	ASX Principle			Reference/comment
2.1, 4.1, 7.1, 7.3 &		8.1		Due to the size and nature of the existing Board and the magnitude
				of the Company’s current operations, the Board does not consider
				that the Company will gain any benefit from individual Board
				committees and that its resources would be better utilised in other
				areas. The Board is of the view that at this stage, the experience
				and skill set of the current Board is sufficient to perform these roles.
				As such, the Company does not currently have a Nomination
				Committee, an Audit and Risk Committee, an internal audit
				function or a Remuneration Committee as required by
				Recommendations 2.1, 4.1, 7.1, 7.3 and 8.1 respectively. Pursuant
				to the Company’s Board Charter, the full Board carries out the
				duties that would ordinarily be assigned to the Nomination, Audit
				and Risk and Remuneration Committees. The roles and
				responsibilities of these Committees are outlined in the relevant
				Committee Charters contained in the Company’s Corporate
				Governance Plan which is available on the Company’s website.
				The Board will devote time on an annual basis to discuss Board
				succession issues and to fulfil the roles and responsibilities
				associated with both maintaining the Company’s internal audit
				function and arrangements with external auditors and with setting
				the level and composition of remuneration for Directors and senior
				executives and ensuring that such remuneration is appropriate and
				not excessive. Further, 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. The Company’s
				Board Charter also outlines the monitoring, review and
				assessment of a range of internal audit functions and procedures
				of the Company.
				The Company will establish separate Nomination, Audit and Risk
				and Remuneration Committees once the Company’s operations
				are considered to be of sufficient magnitude to warrant such
				Committees.
				As at the date of this Prospectus, only one of the five Board
				members is an independent Director. Victor Rosenberg and Jamie
				Lyford are not considered to be independent directors due to their
2.4 A majority of the board listed entity should independent directors.			of a be	respective executive roles on the Board and, in the case of Mr Rosenberg, due to the fact he is a substantial shareholder of the Company. Ivan Wu is not considered to be an independent director given ICW Capital, a business controlled by Mr Wu, has entered into
				a Corporate Advisory Mandate with the Company. Stuart
				Carmichael is not considered to be an independent director given a
				firm he controls acted as Lead Manager to the recent Initial Public
				Offering of the Company. Sean Rosenberg is considered to be an
				independent director of the Company.
				The Board, having regard to the Company’s stage of development
				and the collective experience and expertise of the Directors,
				considers the current composition of the Board is appropriate. The
				Board will also look to appoint additional independent Non-
				Executive Directors once the Company’s operations are considered
				to be of sufficient magnitude to warrant such appointments.