YPB GROUP LIMITED ACN 108 649 421 (Company)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 31 March 2023 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company will, as at the date it is admitted to the official list of the ASX, follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4[th ] Edition ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that will not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.

The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate governance duties.

Due to the current size and nature of the existing Board and the magnitude of the Company’s 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 as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company’s Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.

under the written terms of reference for those committees.	under the written terms of reference for those committees.
The Company’s Corporate Governance Plan is https://ypbsystems.com/invest/2020_YPB_CGP4thEd.pdf.		available on the Company’s website at
RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
*Principle 1: Lay solid foundations for management and oversight*
Recommendation 1.1		The Company has adopted a Board Charter that sets out the

(a) A listed entity should have and disclose a board	YES	specific roles and responsibilities of the Board, the Chair and
charter which sets out the respective roles and		management and includes a description of those matters
responsibilities of the Board, the Chair and		expressly reserved to the Board and those delegated to
management, and includes a description of those		management.
matters expressly reserved to the Board and those
delegated to management.

RECOMMENDATIONS (4[TH ] EDITION) COMPLY EXPLANATION 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 at: https://ypbsystems.com/invest/2020_YPB_CGP4thEd.pdf
Recommendation 1.2 (a) The Company has guidelines for the appointment and selection of the Board and senior executives in its
A listed entity should: YES Corporate Governance Plan. The Company’s Nomination
(a) undertake appropriate checks before appointing a Committee Charter (in the Company’s Corporate
director or senior executive or putting someone Governance Plan) requires the Nomination Committee (or,
forward for election as a Director; and in its absence, the Board) to ensure appropriate checks
(a) provide security holders with all material (including checks in respect of character, experience,
information in its possession relevant to a decision education, criminal record and bankruptcy history (as
on whether or not to elect or re-elect a Director. appropriate)) are undertaken before appointing a person, or putting forward to security holders a candidate for election, as a Director. In the event of an unsatisfactory check, a Director is required to submit their resignation.
(b) Under the 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 YES Director and senior executive setting out the terms of their appointment.

The Company’s Nomination Committee Charter requires the Nomination Committee (or, in its absence, the Board) to ensure that each Director and senior executive is personally 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.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Recommendation 1.4		The Board Charter outlines the roles, responsibility and
The Company Secretary of a listed entity should be	YES	accountability of the Company Secretary. In accordance with
accountable directly to the Board, through the Chair, on all		this, the Company Secretary is accountable directly to the Board,
matters to do with the proper functioning of the Board.		through the Chair, on all matters to do with the proper functioning
		of the Board.
Recommendation 1.5		(a) The Company has adopted a Diversity Policy which
A listed entity should:	PARTIALLY	provides a framework for the Company to establish,
(a) have and disclose a diversity policy;		achieve and measure diversity objectives, including in
		respect of gender diversity. The Diversity Policy is available,
(b) through its board or a committee of the board set
		as part of the Corporate Governance Plan, on the
measurable objectives for achieving gender		Company’s website.
diversity in the composition of its board, senior		(b) The Diversity Policy allows the Board to set measurable
executives and workforce generally; and
		gender diversity objectives and to continually monitor both
(c) disclose in relation to each reporting period:
		the objectives if any have been set and the Company’s
(i) the measurable objectives set for that		progress in achieving them.
period to achieve gender diversity;		(c) Given the current small size of the Board and Company’s
(ii) the entity’s progress towards achieving		operations, the Board does not presently intend to set
those objectives; and		measurable gender diversity objectives because:
(iii) either:		(i) the Board does not anticipate there will be a need
(A) the respective proportions of men		to appoint any new Directors or senior executives
and women on the Board, in		due to the limited nature of the Company’s existing
senior executive positions and		and proposed activities and the Board’s view that
across the whole workforce		the existing Directors and senior executives have
(including how the entity has		sufficient skill and experience to carry out the
defined “senior executive” for		Company’s plans;
these purposes); or		(ii) if it becomes necessary to appoint any new
(B) if the entity is a “relevant		Directors or senior executives, the Board will
employer” under the Workplace		consider the application of the measurable diversity
Gender Equality Act, the entity’s		objectives and determine whether, given the small
most recent “Gender Equality		size of the Company and the Board, requiring
Indicators”, as defined in the		specified objectives to be met will unduly limit the
Workplace Gender Equality Act.		Company from applying the Diversity Policy as a
		whole and the Company’s policy of appointing the
		best person for the job; and

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
If the entity was in the S&P / ASX 300 Index at the		(iii) the respective proportions of men and women on the
commencement of the reporting period, the measurable		Board, in senior executive positions and across the
objective for achieving gender diversity in the composition		whole organisation (including how the entity has
of its board should be to have not less than 30% of its		defined “senior executive” for these purposes) for
directors of each gender within a specified period.		each financial year will be disclosed in the
		Company’s Annual Report.
Recommendation 1.6		(a) The Company’s Nomination Committee (or, in its absence,
A listed entity should:	YES	the Board) is responsible for evaluating the performance of
(a) have and disclose a process for periodically		the Board, its committees and individual Directors on an
		annual basis. It may do so with the aid of an independent
evaluating the performance of the Board, its
		advisor. The process for this is set out in the Company’s
committees and individual Directors; and
		Corporate Governance Plan, which is available on the
(b) disclose for each reporting period whether a
		Company’s website.
performance evaluation has been undertaken in		(b) The Company’s Corporate Governance Plan requires the
accordance with that process during or in respect
		Company to disclose whether or not performance
of that period.
		evaluations were conducted during the relevant reporting

		period. The Company has completed performance
		evaluations in respect of the Board, its committees (if any)
		and individual Directors for this financial year in
		accordance with the above process.
Recommendation 1.7		(a) The Company’s Nomination Committee (or, in its absence,
A listed entity should:	YES	the Board) is responsible for evaluating the performance of
(a) have and disclose a process for evaluating the		the Company’s senior executives on an annual basis. The
		Company’s Remuneration Committee (or, in its absence,
performance of its senior executives at least once
		the Board) is responsible for evaluating the remuneration of
every reporting period; and
		the Company’s senior executives on an annual basis. A
(b) disclose for each reporting period whether a
		senior executive, for these purposes, means key
performance evaluation has been undertaken in		management personnel (as defined in the Corporations
accordance with that process during or in respect		Act) other than a non-executive Director.
of that period.		The applicable processes for these evaluations can be

		found in the Company’s Corporate Governance Plan,
		which is available on the Company’s website at:
		https://ypbsystems.com/invest/2020_YPB_CGP4thEd.pdf
		.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
		(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 (if any) for
		this financial year in accordance with the applicable
		processes.
*Principle 2: Structure the Board to be effective and add value*
Recommendation 2.1		(a) The Company does not have a Nomination Committee.
The Board of a listed entity should:	PARTIALLY	The Company’s Nomination Committee Charter provides
(a) have a nomination committee which:		for the creation of a Nomination Committee (if it is
		considered it will benefit the Company), with at least three
(i) has at least three members, a majority of
		members, a majority of whom are independent Directors,
whom are independent Directors; and		and which must be chaired by an independent Director
(ii) is chaired by an independent Director,		(b) The Company does not have a Nomination Committee as
and disclose:		the Board considers that the Company will not currently
(iii) the charter of the committee;		benefit from its establishment. In accordance with the
(iv) the members of the committee; and		Company’s Board Charter, the Board carries out the duties
		that would ordinarily be carried out by the Nomination
(v) as at the end of each reporting period, the
		Committee under the Nomination Committee Charter,
number of times the committee met
		including the following processes to address succession
throughout the period and the individual
		issues and to ensure the Board has the appropriate
attendances of the members at those
		balance of skills, experience, independence and
meetings; or
		knowledge of the entity to enable it to discharge its duties
(b) if it does not have a nomination committee,
		and responsibilities effectively:
disclose that fact and the processes it employs to		(i) devoting time at least annually to discuss Board
address Board succession issues and to ensure that
		succession issues and updating the Company’s
the Board has the appropriate balance of skills,
		Board skills matrix; and
knowledge, experience, independence and
		(ii) all Board members being involved in the
diversity to enable it to discharge its duties and
		Company’s nomination process, to the maximum
responsibilities effectively.
		extent permitted under the Corporations Act and

		ASX Listing Rules.

RECOMMENDATIONS (4THEDITION)	COMPLY
Recommendation 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.	YES
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 or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendations (4th Edition), 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	YES
(c) the length of service of each Director
Recommendation 2.4
	YES

EXPLANATION

Under the 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 skills matrix
setting out the mix of skills 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
to discharge its obligations effectively and to add value and to
ensure the Board has the ability to 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 Annual
Report.
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.
(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 and on the Company’s
website. The Board considers the following Directors are
independent: Gerard Eakin and George Su.
(b) The Company will disclose in its Annual Report and the
Company’s website any instances where this applies and
an explanation of the Board's opinion why the relevant
Director is still considered to be independent.
(c) The Company’s Annual Report will disclose the length of
service of each Director, as at the end of each financial
year.
The Company’s Board Charter requires that, where practical, the
majority of the Board should be independent.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
A majority of the Board of a listed entity should be		The Board currently comprises of a total of three (3) Directors, of
independent Directors.		whom two (2) are considered to be independent. As such,
		independent Directors currently comprise the majority of the
		Board.
Recommendation 2.5		The Board Charter provides that, where practical, the Chair of the
The Chair of the Board of a listed entity should be an	NO	Board should be an independent Director and should not be the
independent Director and, in particular, should not be the		CEO/Managing Director. However, the Chair who is also the CEO
same person as the CEO of the entity.		of the Company is not an independent Director. Based on the
		current stage of development of the Company, the Board
		believes that it is not practical for the Chairman/CEO to be
		separate roles and is confident that the current structure is
		appropriate.
Recommendation 2.6		In accordance with the Company’s Board Charter, the
A listed entity should have a program for inducting new	YES	Nominations Committee (or, in its absence, the Board) is
Directors and for periodically reviewing whether there is a		responsible for the approval and review of induction and
need for existing Directors to undertake professional		continuing professional development programs and procedures
development to maintain the skills and knowledge needed		for Directors to ensure that they can effectively discharge their
to perform their role as Directors effectively.		responsibilities. The Company Secretary is responsible for
		facilitating inductions and professional development including
		receiving briefings on material developments in laws, regulations
		and accounting standards relevant to the Company.
*Principle 3: Instil a culture of acting lawfully, ethically and responsibly*
Recommendation 3.1 A listed entity should articulate and disclose its values.	YES	(a) The Company and its subsidiary companies (if any) are
		committed to conducting all of its business activities fairly,
		honestly with a high level of integrity, and in compliance
		with all applicable laws, rules and regulations. The Board,
		management and employees are dedicated to high
		ethical standards and recognise and support the
		Company’s commitment to compliance with these
		standards.

Principle 3: Instil a culture of acting lawfully, ethically and responsibly Recommendation 3.1 A listed entity should articulate and disclose its values. YES

(a)	The Company and its subsidiary companies (if any) are
	committed to conducting all of its business activities fairly, honestly with a high level of integrity, and in compliance
	with all applicable laws, rules and regulations. The Board,
	management and employees are dedicated to high
	ethical standards and recognise and support the
	Company’s commitment to compliance with these
	standards.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
		(b) The Company’s values are set out in its Code of Conduct
		(which forms part of the Corporate Governance Plan) and
		are available on the Company’s website at:
		https://ypbsystems.com/invest/2020_YPB_CGP4thEd.pdf
		All employees are given appropriate training on the
		Company’s values and senior executives will continually
		reference such values.
Recommendation 3.2	YES	(a) The Company’s Corporate Code of Conduct applies to
A listed entity should:		the Company’s Directors, senior executives and
(a) have and disclose a code of conduct for its		employees.
		(b) The Company’s Corporate Code of Conduct (which forms
Directors, senior executives and employees; and
(b) ensure that the Board or a committee of the Board		part of the Company’s Corporate Governance Plan) is
		available on the Company’s website at:
is informed of any material breaches of that code.
		https://ypbsystems.com/invest/2020_YPB_CGP4thEd.pdf

		Any material breaches of the Code of Conduct are reported
		to the Board or a committee of the Board.
Recommendation 3.3	YES	The Company’s Whistleblower Protection Policy (which forms part
A listed entity should:		of the Corporate Governance Plan) is available on the
(a) have and disclose a whistleblower policy; and		Company’s website at:
		https://ypbsystems.com/invest/2020_YPB_CGP4thEd.pdf.
(a) ensure that the Board or a committee of the Board
		Any material breaches of the Whistleblower Protection Policy are
is informed of any material incidents reported
		to be reported to the Board or a committee of the Board.
under that policy.

Recommendation 3.4	YES	The Company’s Anti-Bribery and Anti-Corruption Policy (which
A listed entity should:		forms part of the Corporate Governance Plan) is available on the
(a) have and disclose an anti-bribery and corruption		Company’s website at:
		https://ypbsystems.com/invest/2020_YPB_CGP4thEd.pdf.
policy; and
		Any material breaches of the Anti-Bribery and Anti-Corruption
(b) ensure that the Board or committee of the Board is
		Policy are to be reported to the Board or a committee of the
informed of any material breaches of that policy.
		Board.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
*Principle 4: Safeguard the integrity of corporate reports***
Recommendation 4.1		(a) The Company’s Corporate Governance Plan contains an
The Board of a listed entity should:	PARTIALLY	Audit and Risk Committee Charter that provides for the
(a) have an audit committee which:		creation of an Audit and Risk Committee with at least three
		members, all of whom must be non-executive Directors,
(i) has at least three members, all of whom
		and the majority of the Committee must be independent
are non-executive Directors and a majority		Directors. The Committee must be chaired by an
of whom are independent Directors; and
		independent Director who is not the Chair.
(ii) is chaired by an independent Director,		The Company does not have an Audit and Risk Committee
who is not the Chair of the Board,
		as the Board considers the Company will not currently
and disclose:		benefit from its establishment. In accordance with the
(iii) the charter of the committee;		Company’s Board Charter, the Board carries out the duties
(iv) the relevant qualifications and experience		that would ordinarily be carried out by the Audit and Risk
		Committee under the Audit and Risk Committee Charter
of the members of the committee; and
		including the following processes to independently verify
(v) in relation to each reporting period, the
		the integrity of the Company’s periodic reports which are
number of times the committee met
		not audited or reviewed by an external auditor, as well as
throughout the period and the individual
		the processes for the appointment and removal of the
attendances of the members at those
		external auditor and the rotation of the audit engagement
meetings; or
		partner:
(b) if it does not have an audit committee, disclose
		(i) the Board devotes time at Board meetings to
that fact and the processes it employs that
		fulfilling the roles and responsibilities associated with
independently verify and safeguard the integrity of
		maintaining the Company’s internal audit function
its corporate reporting, including the processes for
		and arrangements with external auditors; and
the appointment and removal of the external
		(ii) all members of the Board are involved in the
auditor and the rotation of the audit engagement
		Company’s audit function to ensure the proper
partner.
		maintenance of the entity and the integrity of all

		financial reporting.
Recommendation 4.2		The Company’s Audit and Risk Committee Charter requires the
	YES	CEO and CFO (or, if none, the person(s) fulfilling those functions)
		to provide a sign off on these terms.

		The Company obtains a sign off on these terms for each of its
		financial statements.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
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 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.
Recommendation 4.3
A listed entity should disclose its process to verify the	YES	The Company has a process whereby relevant reports are
integrity of any periodic corporate report it releases to the		generated by the financial officer and company secretary,
market that is not audited or reviewed by an external		reviewed by an Executive Director and approved by the Board
auditor.		before release on the ASX platform.
*Principle 5: Make timely and balanced disclosure*
Recommendation 5.1		(a) The Company’s Corporate Governance Plan details the
A listed entity should have and disclose a written policy for	YES	Company’s Continuous Disclosure Policy.
complying with its continuous disclosure obligations under		(b) The Corporate Governance Plan, which incorporates the
listing rule 3.1.		Continuous Disclosure Policy, is available on the
		Company’s website at:
		https://ypbsystems.com/invest/2020_YPB_CGP4thEd.pdf.
Recommendation 5.2	YES	Under the Company’s Continuous Disclosure Policy (which forms
A listed entity should ensure that its board receives copies		part of the Corporate Governance Plan), all members of the
of all material market announcements promptly after they		Board receive material market announcements promptly after
have been made.		they have been made.
Recommendation 5.3	YES	All substantive investor or analyst presentations are released on
A listed entity that gives a new and substantive investor or		the ASX Markets Announcement Platform ahead of such
analyst presentation should release a copy of the		presentations.
presentation materials on the ASX Market Announcements
Platform ahead of the presentation.
*Principle 6:Respect the rights of security holders***

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Recommendation 6.1		Information about the Company and its governance is available
A listed entity should provide information about itself and its	YES	in the Corporate Governance Plan which can be found on the
governance to investors via its website.		Company’s website at:
		https://ypbsystems.com/invest/2020_YPB_CGP4thEd.pdf.
Recommendation 6.2		The Company has adopted a Shareholder Communications
A listed entity should have an investor relations program	YES	Strategy which aims to promote and facilitate effective two-way
that facilitates effective two-way communication with		communication with investors. The Strategy outlines a range of
investors.		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 at:
		https://ypbsystems.com/invest/2020_YPB_CGP4thEd.pdf.
Recommendation 6.3		Shareholders are encouraged to participate at all general
A listed entity should disclose how it facilitates and	YES	meetings and AGMs of the Company. Upon the dispatchment of
encourages participation at meetings of security holders.		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		All substantive resolutions at securityholder meetings will be
A listed entity should ensure that all substantive resolutions	YES	decided by a poll rather than a show of hands.
at a meeting of security holders are decided by a poll
rather than by a show of hands.
Recommendation 6.5	YES	The Shareholder Communication Strategy provides that security
A listed entity should give security holders the option to		holders can register with the Company to receive email
receive communications from, and send communications		notifications when an announcement is made by the Company
to, the entity and its security registry electronically.		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 should be referred to the Company
		Secretary at first instance.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
*Principle 7: Recognise and manage risk*
Recommendation 7.1		(a) The Company does not have an Audit and Risk
The Board of a listed entity should:	PARTIALLY	Committee. The Company’s Corporate Governance Plan
(a) have a committee or committees to oversee risk,		contains an Audit and Risk Committee Charter that
		provides for the creation of an Audit and Risk Committee
each of which:
		with at least three members, all of whom must be non-
(i) has at least three members, a majority of
		executive Directors, and majority of the Committee must
whom are independent Directors; and		be independent Directors. The Committee must be
(ii) is chaired by an independent Director,		chaired by an independent Director who is not the Chair.
and disclose:		A copy of the Corporate Governance Plan is available on
(iii) the charter of the committee;		the Company’s website at:
(iv) the members of the committee; and		https://ypbsystems.com/invest/2020_YPB_CGP4thEd.pdf.
		(b) The Company does not have an Audit and Risk Committee
(v) as at the end of each reporting period, the
		as the Board considers that the Company will not currently
number of times the committee met
		benefit from its establishment. In accordance with the
throughout the period and the individual
		Company’s Board Charter, the Board carries out the duties
attendances of the members at those
		that would ordinarily be carried out by the Audit and Risk
meetings; or
		Committee under the Audit and Risk Committee Charter
(b) if it does not have a risk committee or committees
		including the following processes to oversee the entity’s risk
that satisfy (a) above, disclose that fact and the
		management framework. The Board will regularly devote
process it employs for overseeing the entity’s risk
		time at Board meetings to fulfilling the roles and
management framework.
		responsibilities associated with overseeing risk and

		maintaining the entity’s risk management framework and
		associated internal compliance and control procedures.
Recommendation 7.2		(a) The Audit and Risk Committee Charter requires that the
The Board or a committee of the Board should:	YES	Audit and Risk Committee (or, in its absence, the Board)
(a) review the entity’s risk management framework at		should, at least annually, satisfy itself that the Company’s
		risk management framework continues to be sound and
least annually to satisfy itself that it continues to be
		that the Company is operating with due regard to the risk
sound and that the entity is operating with due
		appetite set by the Board.
regard to the risk appetite set by the Board; and
		(b) The Company has completed periodic reviews for this
(b) disclose in relation to each reporting period,
		financial year in accordance with the applicable
whether such a review has taken place.
		processes.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Recommendation 7.3		(a) The Audit and Risk Committee Charter provides for the
A listed entity should disclose:	YES	Audit and Risk Committee to monitor and periodically
(a) if it has an internal audit function, how the function		review the need for an internal audit function, as well as
		assessing the performance and objectivity of any internal
is structured and what role it performs; or
		audit procedures that may be in place.
(b) if it does not have an internal audit function, that
		(b) The Company does not have an internal audit function.
fact and the processes it employs for evaluating
		The Board considered the process employed pursuant to
and continually improving the effectiveness of its
		the Audit and Risk Committee Charter and Risk
governance, risk management and internal
		Management Policy are sufficient for evaluating and
control processes.
		continually improving the effectiveness of its risk

		management and internal control processes given the size
		and complexity of the current business.
Recommendation 7.4		The Audit and Risk Committee Charter requires the Audit and Risk
A listed entity should disclose whether it has any material	YES	Committee (or, in its absence, the Board) to assist management
exposure to environmental or social risks and, if it does, how		to determine whether the Company has any potential or
it manages or intends to manage those risks.		apparent exposure to environmental or social risks and, if it does,
		put in place management systems, practices and procedures to
		manage those risks.
		The Company’s Corporate Governance Plan requires the
		Company to disclose whether it has any potential or apparent
		exposure to environmental or social risks and, if it does, put in
		place management systems, practices and procedures to
		manage those risk.
		Where the Company does not have material exposure to
		environmental or social risks, report the basis for that determination
		to the Board, and where appropriate benchmark the Company’s
		environmental or social risk profile against its peers.
		The Company will disclose this information in its Annual Report.
*Principle 8: Remunerate fairly and responsibly*

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
Recommendation 8.1		(a) The Company does not have a Remuneration Committee.
The Board of a listed entity should:	PARTIALLY	The Company’s Corporate Governance Plan contains a
(a) have a remuneration committee which:		Remuneration Committee Charter that provides for the
		creation of a Remuneration Committee (if it is considered
(i) has at least three members, a majority of
		it will benefit the Company), with at least three members,
whom are independent Directors; and		a majority of whom are to be independent Directors, and
(ii) is chaired by an independent Director,		which must be chaired by an independent Director.
and disclose:		(b) The Company does not have a Remuneration Committee
(iii) the charter of the committee;		as the Board considers the Company will not currently
(iv) the members of the committee; and		benefit from its establishment. In accordance with the
		Company’s Board Charter, the Board carries out the duties
(v) as at the end of each reporting period, the
		that would ordinarily be carried out by the Remuneration
number of times the committee met
		Committee under the Remuneration Committee Charter
throughout the period and the individual
		including the processes to set the level and composition of
attendances of the members at those
		remuneration for Directors and senior executives and
meetings; or
		ensuring that such remuneration is appropriate and not
(b) if it does not have a remuneration committee,
		excessive:
disclose that fact and the processes it employs for		(i) the Board devotes time at Board
setting the level and composition of remuneration
		meeting to assess the level and
for Directors and senior executives and ensuring
		composition of remuneration for
that such remuneration is appropriate and not
		Directors and senior executives.
excessive.

Recommendation 8.2		The Company’s Corporate Governance Plan requires the Board
A listed entity should separately disclose its policies and	YES	to disclose its policies and practices regarding the remuneration
practices regarding the remuneration of non-executive		of Directors and senior executives, which is disclosed in the
Directors and the remuneration of executive Directors and		remuneration report contained in the Company’s Annual Report.
other senior executives.
Recommendation 8.3		The Company has an equity-based remuneration scheme. The
A listed entity which has an equity-based remuneration	NO	Company does not have a policy on whether participants are
scheme should:		permitted to enter into transactions (whether through the use of
		derivatives or otherwise) which limit the economic risk of

		participating in the scheme.

RECOMMENDATIONS (4THEDITION)	COMPLY	EXPLANATION
(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.
*Additional recommendations that apply only in certain cases*
Recommendation 9.1	N/A	As set out in the Company’s Board Charter (which forms part of
A listed entity with a Director who does not speak the		the Corporate Governance Plan), should the Company have a
language in which board or security holder meetings are		non-English speaking Director, the Company will translate all key
held or key corporate documents are written should		corporate documents for the benefit of the Director. In addition,
disclose the processes it has in place to ensure the Director		a translator will be present for all Board and Shareholder meetings.
understands and can contribute to the discussions at those
meetings and understands and can discharge their
obligations in relation to those documents.
Recommendation 9.2	N/A	The Company is an Australian incorporated entity. In any event,
A listed entity established outside Australia should ensure		all Shareholder meetings will be held at a reasonable place and
that meetings of security holders are held at a reasonable		time for shareholders.
place and time.
Recommendation 9.3	N/A	The Company is an Australian incorporated entity and the
A listed entity established outside Australia, and an		Company’s auditor has offices based in Australia. Accordingly,
externally managed listed entity that has an AGM, should		the Company’s auditor will attend the Company’s Annual
ensure that its external auditor attends its AGM and is		General Meeting and will be available to answer questions from
available to answer questions from security holders relevant		Shareholders in respect of the Company’s audit.
to the audit.

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

YPB Group Limited

ABN/ARBN 108 649 421	Financial year ended:
108 649 421	31 December 2022

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

These pages of our ☐ annual report: This URL on our ☒ website: https://ypbsystems.com/invest/2020_YPB_CGP4thEd.pdf

The Corporate Governance Statement is accurate and up to date as at 31 March 2023 and has been approved by the board.

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

Date: 31 March 2023 Name of authorised officer Lucy Rowe authorising lodgement:

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)

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