CODEIFAI LIMITED — Governance Information 2018

Apr 2, 2018

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

Rules 4.7.3 and 4.10.31

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Introduced 01/07/14 Amended 02/11/15

Name of entity

YPB GROUP LIMITED

ABN / ARBN

68 108 649 421

Financial year ended:

31 DECEMBER 2017

Our corporate governance statement² for the above period above can be found at:³

These pages of our annual report: П

This URL on our website: $\Box X$

www.ypbsystems.com/investors/corporategovernance

The Corporate Governance Statement is accurate and up to date as at 18 March 2018 and has been approved by the board.

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

19 MARCH 2018 Date:

Name of Secretary authorising lodgement ROBERT WHITTON:

¹ Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

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

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

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

• See chapter 19 for defined terms 2 November 2015

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

We have followed the recommendation in full for the whole of the at www.ypbsystems.com/investors/corporategovernance and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): in our Corporate Governance Statement OR in our Corporate Governance Statement OR in our Corporate Governance Statement OR In our Corporate Governance Statement OR the fact that we follow this recommendation: the fact that we follow this recommendation: the fact that we follow this recommendation: the fact that we follow this recommendation: period above. We have disclosed at [insert location] at [insert location] at [insert location] at [insert location] PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT Ŋ Ń Ŋ D Ŋ $\Box$ □ ⊒ directly to the board, through the chair, on all matters to do with the undertake appropriate checks before appointing a person, or ANNEXURE - RET I.U GURPURATE OU VERNOTE PROPIE possession relevant to a decision on whether or not to elect putting forward to security holders a candidate for election, A listed entity should have a written agreement with each director provide security holders with all material information in its The company secretary of a listed entity should be accountable those matters expressly reserved to the board and those and senior executive setting out the terms of their appointment. the respective roles and responsibilities of its board and Corporate Governance Council recommendation delegated to management. proper functioning of the board. A listed entity should disclose: or re-elect a director. management; and as a director; and A listed entity should: ê ම ම ê	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed 4	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance Is therefore not applicable Statement OR □ □	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR □	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR □ □	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR □ □

4 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delate this column from the form and re-format it.
→ See chapter 19 for defined terms
2 November

		Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed		We have NOT followed the recommendation in full for the whole of the period above. We have disclosed 4
1.5	® € Q	the board or a relevant committee of the board in accordance If the entity is a "relevant employer" under the Workplace assess annually both the objectives and the entity's progress whole organisation (including how the entity has defined measurable objectives for achieving gender diversity and to measurable objectives for achieving gender diversity set by Equality Indicators', as defined in and published under have a diversity policy which includes requirements for the Gender Equality Act, the entity's most recent "Gender the respective proportions of men and women on the with the entity's diversity policy and its progress towards board, in senior executive positions and across the disclose as at the end of each reporting period the board or a relevant committee of the board to set senior executive" for these purposes); or disclose that policy or a summary of it; and achieving them and either: In achieving them; A listed entity should: that Act. έ Q	and the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our at www.ypbsystems.com/investors/corporategovernance at www.ypbsystems.com/investors/corporategovernance at www.ypbsystems.com/lnvestors/corporategovernance and the information referred to in paragraphs (c)(1) or (2); the fact that we have a diversity policy that complies with diversity policy and our progress towards achieving them: and a copy of our diversity policy or a summary of it: In our Corporate Governance Statement OR In our Corporate Governance Statement OR in our Corporate Governance Statement OR at [msert location] paragraph (a): $\mathbf{\Omega}$ Ŋ Ŋ Ŋ $\Box$ ⊡	□ □	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR
1.6	® ê	have and disclose a process for periodically evaluating the performance evaluation was undertaken in the reporting performance of the board, its committees and individual disclose, in relation to each reporting period, whether a period in accordance with that process. A listed entity should: directors; and	at www.ypbsystems.com/Investors/corporategovernance the evaluation process referred to in paragraph (a): and the information referred to in paragraph (b); In our Corporate Governance Statement OR in our Corporate Governance Statement OR at [Insert location] $\overline{\mathbf{z}}$ Ŋ ⊐ □	□ □	we are an externally meneged entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR
1.7	T ê	have and disclose a process for periodically evaluating the performance evaluation was undertaken in the reporting disclose, in relation to each reporting period, whether a performance of its senior executives; and period in accordance with that process. A listed entity should:	at www.ypbsystems.com/investors/corporategovernance the evaluation process referred to in paragraph (a); in our Corporate Governance Statement OR and the information referred to in paragraph (b): in our Corporate Governance Statement OR al [insert location] D Ŋ □	$\Box$ □	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR

Appendix 4G Kay to Diecle

l,

• See chapter 19 for defined terms
  2 November 2015

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed 4
	PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
21	as at the end of each reporting period, the number of if it does not have a nomination committee, disclose that succession issues and to ensure that the board has the independence and diversity to enable it to discharge its times the committee met throughout the period and (1) has at least three members, a majority of whom are the individual attendances of the members at those appropriate balance of skills, knowledge, experience, fact and the processes it employs to address board (2) is chaired by an independent director, the members of the committee; and duties and responsibilities effectively. have a nomination committee which: (3) the charter of the committee; independent directors; and The board of a listed entity should: meetings; or and disclose: $\left( 4\right)$ බ ê ø	the fact that we have a nomination committee that compiles with knowledge, experience, independence and diversity to enable it to processes we employ to address board succession issues and to the fact that we do not have a nomination committee and the and the information referred to in paragraphs (4) and (5): ensure that the board has the appropriate balance of skills, discharge its duties and responsibilities effectively: in our Corporate Governance Statement OR In our Corporate Governance Statement OR in our Corporate Governance Statement OR and a copy of the charter of the committee: [If the entity complies with paragraph (b):] [if the entity compiles with paragraph (a):] at [insert location] at [insert location] at [insert location] at [insert location] paragraphs (1) and (2): Ŋ $\Box$	we are an externally menaged entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR D
2.2	setting out the mix of skills and diversity that the board currently A listed enlity should have and disclose a board skills matrix has or is looking to achieve in its membership.	in our Corporate Governance Statement OR our board skills matrix: at [insert location] Ŋ $\Box$	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR О □

• See chapter 19 for defined terms
  2 November 2015

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed 4
23	relationship of the type described in Box 2.3 but the board the names of the directors considered by the board to be independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and if a director has an interest, position, association or is of the opinion that it does not compromise the he length of service of each director. A listed entity should disclose; independent directors; ® O $\overline{c}$	and, where applicable, the information referred to in paragraph (b): the names of the directors considered by the board to be at www.ypbsystems/investors/annualreports at www.ypbsystems/investors/annualreports at www.ypbsystems/investors/annualreports in our Corporate Governance Statement OR In our Corporate Governance Statement OR in our Corporate Governance Statement OR and the length of service of each director: independent directors: $\overline{\mathbf{y}}$ Ŋ □ Ŋ □	an explanation why that is so in our Corporate Governance Statement $\Box$
2.4	A majority of the board of a listed entity should be independent directors.	in our Corporate Governance Statement OR the fact that we follow this recommendation: at [insert location] Ŋ □	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR □ □
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.	in our Corporate Governance Statement OR the fact that we follow this recommendation: at [insert focation] D Ω	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR D □
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively	In our Corporate Governance Statement OR the fact that we follow this recommendation: at [insert location] Ŋ □	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR □ □
51	have a code of conduct for its directors, senior executives PRINCIPLE 3 - ACT ETHICALLY AND RESPONSIBLY disclose that code or a summary of it. and employees; and A listed entity should: ® ê	at www.ypbsystems.com/investors/corporategovernance in our Corporate Governance Statement OR our code of conduct or a summary of it: Ø □	an explanation why that is so in our Corporate Governance Statement □

• See chapter 19 for defined terms
  2 November 2015

			Key to Disclosures Corporate Governance Council Principles and Recommendations
	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed 4
	PRINCIPLE 4 - SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including external auditor and the rotation of the audit engagement is chaired by an independent director, who is not the if it does not have an audit committee, disclose that fact times the committee met throughout the period and the individual attendances of the members at those the processes for the appointment and removal of the in relation to each reporting period, the number of (1) has at least three members, all of whom are non- the relevant qualifications and experience of the executive directors and a majority of whom are members of the committee; and (3) the charter of the committee; have an audit committee which: Independent directors; and The board of a listed entity should: chair of the board. meetings; or and disclose: partner. ⊕ Θ g ê ø	we employ that independently verify and safeguard the integrity of our the fact that we do not have an audit committee and the processes corporate reporting, including the processes for the appointment and the fact that we have an audit committee that compiles with and the Information referred to in paragraphs (4) and (5): removal of the external auditor and the rotation of the audit in our Corporate Governance Statement OR in our Corporate Governance Statement OR In our Corporate Governance Statement OR and a copy of the charter of the committee: [if the entity compiles with paragraph (b):] (if the entity comples with paragraph (a): at [insert location] at [insert location] at [insert location] at [insert location] paragraphs (1) and (2): engagement partner: D	an explanation why that is so in our Corporate Governance Statement Ŋ
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 on the basis of a sound system of risk management and internal performance of the entity and that the opinion has been formed statements comply with the appropriate accounting standards and give a true and fair view of the financial position and control which is operating effectively.	in our Corporate Governance Statement OR the fact that we follow this recommendation: at [insert location] $\overline{\mathsf{z}}$ $\Box$	an explanation why that is so in our Corporate Governance Statement $\Box$

We have NOT followed the recommendation in full for the whole of the period above. We have disclosed 4 We have followed the recommendation in full for the whole of the period above. We have disclosed	annual general meeting and this recommendation is therefore an explanation why that is so in our Corporate Governance we are an externally managed entity that does not hold an Statement OR not applicable □ In our Corporate Governance Statement OR the fact that we follow this recommendation: at [insert location] d □		an explanation why that is so in our Corporate Governance Statement $\Box$ at www.ypbsystems.com/investors/corporategovernance our continuous disclosure compilance policy or a summary of it: in our Corporate Governance Statement OR D □		an explanation why that is so in our Corporate Governance Statement $\Box$ information about us and our governance on our website: at www.ypbsystems.com Ŋ	an explanation why that is so in our Corporate Governance Statement □ in our Corporate Governance Statement OR the fact that we follow this recommendation: at [insert location] Ŋ ⊐	periodic meetings of security holders and this recommendation an explanation why that is so in our Corporate Governance we are an externally managed entity that does not hold s therefore not applicable Statement OR □ □ our policies and processes for facilitating and encouraging In our Corporate Governance Statement OR participation at meetings of security holders: at jinsert location] $\triangleright$ □	an explanation why that is so in our Corporate Governance Statement $\Box$ in our Corporate Governance Statement OR the fact that we follow this recommendation: at [insert location] $\triangleright$ □
Corporate Governance Council recommendation	A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE	have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and disclose that policy or a summary of it. A listed entity should: ê ම	PRINCIPLE 6 - RESPECT THE RIGHTS OF SECURITY HOLDERS	A listed entity should provide information about itself and its governance to investors via its website.	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.
	4.3		51		$\overline{61}$	62	6.3	8.4

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed		We have NOT followed the recommendation in full for the whole of the period above. We have disclosed 4
	PRINCIPLE 7 - RECOGNISE AND MANAGE RISK
7.1	have a committee or committees to oversee risk, each of The board of a listed entity should: which: a	the fact that we have a committee or committees to oversee risk (if the entity complies with paragraph (a): that comply with paragraphs (1) and (2):	$\mathbb{Z}$	an explanation why that is so in our Corporate Governance Statement
	(1) has at least three members, a majority of whom are is chaired by an independent director, the charter of the committee; independent directors; and and disclose: ā Q	in our Corporate Governance Statement OR and a copy of the charter of the committee: at [insert location] at [insert location]
	as at the end of each reporting pariod, the number of the individual attendances of the members at those limes the committee met throughout the period and the members of the committee; and € 回	and the information referred to in paragraphs (4) and (5): in our Carparate Governance Statement OR at [insert location]
	salisfy (a) above, disclose that fact and the processes it if it does not have a risk committee or committees that employs for overseeing the entity's risk management meetings; or framework. ê	the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk [if the entity complies with paragraph (b):] management framework:
		in our Corporate Governance Statement OR at linsert location]
72	disclose, in relation to each reporting period, whether such annually to satisfy itself that it continues to be sound; and review the entity's risk management framework at least The board or a committee of the board should: a review has taken place. T ê	the fact that board or a committee of the board reviews the entity's riek management framework at least annually to satisfy itself that it in our Corporate Governance Statement OR at [insert location] confinues to be sound:	$\mathbb{Z}$	an explanation why that is so in our Corporate Governance Statement
		and that such a review has taken place in the reporting period in our Corporate Governance Statement DR covered by this Appendix 4G. at [insert location] □

Key to Disclosures Corporate Governance Council Principles and Recommendations

• See chapter 19 for defined terms
  2 November 2015

Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the	We have NOT followed the recommendation in full for the whole
	period above. We have disclosed	of the period above. We have disclosed 4
if it has an internal audit function, how the function is structured and what role it performs; or A listed entity should disclose: ®	how our internal audit function is structured and what role it [if the entity complies with paragraph (a):] performs:	an explanation why that is so in our Corporate Governance Statement $\Box$
it does not have an internal audit function, that fact and the processes it employs for evaluating and continually ê	In our Corporate Governance Statement OR $\Box$
improving the effectiveness of its risk management and	at [insert location]
internal control processes.	[if the entity complies with paragraph (b):]
	effectiveness of our risk management and internal control processes: processes we employ for evaluating and continually improving the the fact that we do not have an internal audit function and the
	in our Corporate Governance Statement OR $\Box$
	al www.ypbsystems.com/investors/corporategovernance d
risks and, if it does, how it manages or intends to manage those exposure to economic, environmental and social sustainability A listed entity should disclose whether it has any material	environmental and social sustainability risks and, if we do, how we whether we have any material exposure to economic, manage or intend to manage those risks:	an explanation why that is so in our Corporate Governance Statement
risks.	in our Corporate Governance Statement OR d
	at [insert location] □

	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed 4
	PRINCIPLE 8 - REMUNERATE FAIRLY AND RESPONSIBLY
$\overline{\infty}$	If it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and as at the end of each reporting period, the number of (1) has at least three members, a majority of whom are times the committee met throughout the period and the individual attendances of the members at those composition of remuneration for directors and senior executives and ensuring that such remuneration is is chaired by an independent director, the members of the committee; and have a remuneration committee which: the charter of the committee; appropriate and not excessive. independent directors; and The board of a listed entity should: meetings; or and disclose: E Q ම ම ê @)	the fact that we have a remuneration committee that compiles with remuneration for directors and senior executives and ensuring that the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of and the information referred to in paragraphs (4) and (5): such remuneration is appropriate and not excessive: In our Corporate Governance Statement OR in our Corporate Governance Statement OR In our Corporate Governance Statement OR and a copy of the charter of the committee: [If the entity complies with paragraph (b):] [if the entity complies with paragraph (a):] at [insert location] at [insert location] at [insert location] at [insert location] paragraphs (1) and (2): Ø $\overline{\phantom{a}}$	we are an externally managed entity and this recommendation is an explanation why that is so in our Corporate Governance therefore not applicable Statement OR D □
8.2	practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior A listed entity should separately disclose its policies and executives.	separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of at www.ypbsystems/investors/annualreports in our Corporate Governance Statement OR executive directors and other senior executives: Ŋ	we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance is therefore not applicable Statement OR □ □
8.3	A listed entity which has an equity-based remuneration scheme derivatives or otherwise) which limit the economic risk of have a policy on whether participants are permitted to enter into transactions (whether through the use of disclose that policy or a summary of it. participating in the scheme; and should: ê O	in our Corporate Governance Statement OR our policy on this issue or a summary of it: at [insert location] Z $\Box$	we do not have an equity-based remuneration scheme and this we are an externally managed entity and this recommendation an explanation why that is so in our Corporate Governance recommendation is therefore not applicable OR is therefore not applicable Statement OR □ □ □

Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations	We have NOT followed the recommendation in full for the whole	of the period above. We have disclosed *	an explanation why that is so in our Corporate Governance Statement ⊐	an explanation why that is so in our Corporate Governance Statement $\Box$
	We have followed the recommandation in full for the whole of the period above. We have disclosed		the information reterred to in paragraphs (a) and (b): In our Corporate Governance Statement OR at linsert location $\Box$	the ferms governing our remuneration as manager of the entity: In our Corporate Governance Statement OR at [insert location] $\Box$
	Corporate Governance Council recommendation	ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES	Alternative to Recommendation 1.1 for externally menaged listed the arrangements between the responsible entity and the the role and responsibility of the board of the responsible listed entity for managing the affairs of the listed entity; The responsible entity of an externally managed listed entity entify for overseeing those arrangements. should disclose: entities: ê $\widehat{a}$	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager. managed listed entities:

Ť

7 ij

• See chapter 19 for defined terms
  2 November 2015