CYCLIQ GROUP LTD - Governance Information 2018

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

Cycliq Group Limited

ABN / ARBN: Financial year ended: 47 119 749 647 30 June 2018

Our corporate governance statement[2] for the above period above can be found following this appendix.

The Corporate Governance Statement is accurate and up to date as at 30 June 2018 and has been approved by the board.

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

Date:

Name of Director or Secretary authorising lodgement:

31 August 2018

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Mr Piers Lewis Non-Executive Director

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.

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ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

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 …3	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 …3	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 …3	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 …3
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should disclose: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management. … the fact that we follow this recommendation: `☒`in our Corporate Governance Statement OR `☐`at [insert location] … 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): `☐`at [insert location] `☐` an explanation why that is so in our Corporate Governance Statement OR `☐` we are an externally managed entity and this recommendation is therefore not applicable
1.2 A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director. … the fact that we follow this recommendation: `☒`in our Corporate Governance Statement OR `☐`at [insert location] `☐` an explanation why that is so in our Corporate Governance Statement OR `☐` we are an externally managed entity and this recommendation is therefore not applicable
1.3 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. … the fact that we follow this recommendation: `☒`in our Corporate Governance Statement OR `☐`at [insert location] `☐` an explanation why that is so in our Corporate Governance Statement OR `☐` we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	… the fact that we follow this recommendation: `☒`in our Corporate Governance Statement OR `☐`at [insert location]	`☐` an explanation why that is so in our Corporate Governance Statement OR `☐` we are an externally managed entity and this recommendation is therefore not applicable

3 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

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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 … [3]
1.5 A listed entity should: … the fact that we have a diversity policy that complies with ☐ an explanation why that is so in our Corporate Governance
(a) have a diversity policy which includes requirements for the paragraph (a): Statement OR
board or a relevant committee of the board to set ☒ in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation
measurable objectives for achieving gender diversity and to
assess annually both the objectives and the entity’s progress ☐ at [ insert location ] is therefore not applicable
in achieving them;
… and a copy of our diversity policy or a summary of it:
(b) disclose that policy or a summary of it; and
☒ at
(c) disclose as at the end of each reporting period the
-
measurable objectives for achieving gender diversity set by https://cycliq.com/investors/corporate governance/
the board or a relevant committee of the board in accordance … and the measurable objectives for achieving gender diversity set by
with the entity’s diversity policy and its progress towards the board or a relevant committee of the board in accordance with our
achieving them and either: diversity policy and our progress towards achieving them:
(1) the respective proportions of men and women on the ☒ in our Corporate Governance Statement OR
board, in senior executive positions and across the
whole organisation (including how the entity has defined ☐ at [ insert location ]
“senior executive” for these purposes); or
… and the information referred to in paragraphs (c)(1) or (2):
(2) if the entity is a “relevant employer” under the Workplace
Gender Equality Act, the entity’s most recent “Gender ☒ in our Corporate Governance Statement OR
Equality Indicators”, as defined in and published under ☐ at [ insert location ]
that Act.
1.6 A listed entity should: … the evaluation process referred to in paragraph (a): ☐ an explanation why that is so in our Corporate Governance
(a) have and disclose a process for periodically evaluating the ☒ in our Corporate Governance Statement OR Statement OR
performance of the board, its committees and individual
directors; and ☐ at [ insert location ] ☐ we are an externally managed entity and this recommendation
is therefore not applicable
(b) disclose, in relation to each reporting period, whether a … and the information referred to in paragraph (b):
performance evaluation was undertaken in the reporting
☒ in our Corporate Governance Statement OR
period in accordance with that process.
☐ at [ insert location ]
1.7 A listed entity should: … the evaluation process referred to in paragraph (a): ☐ an explanation why that is so in our Corporate Governance
(a) have and disclose a process for periodically evaluating the ☒ in our Corporate Governance Statement OR Statement OR
performance of its senior executives; and
☐ at [ insert location ] ☐ we are an externally managed entity and this recommendation
(b) disclose, in relation to each reporting period, whether a
is therefore not applicable
performance evaluation was undertaken in the reporting … and the information referred to in paragraph (b):
period in accordance with that process.
☒ in our Corporate Governance Statement OR
☐ at [ insert location ]
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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 … [3]
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1 The board of a listed entity should: [If the entity complies with paragraph (a):] ☒ an explanation why that is so in our Corporate Governance
(a) have a nomination committee which: … the fact that we have a nomination committee that complies with Statement OR
(1) has at least three members, a majority of whom are paragraphs (1) and (2): ☐ we are an externally managed entity and this recommendation
independent directors; and ☐ in our Corporate Governance Statement OR is therefore not applicable
(2) is chaired by an independent director,
☐ at [ insert location ]
and disclose:
… and a copy of the charter of the committee:
(3) the charter of the committee;
☐
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of … and the information referred to in paragraphs (4) and (5):
times the committee met throughout the period and ☐ in our Corporate Governance Statement OR
the individual attendances of the members at those
meetings; or ☐ at [ insert location ]
(b) if it does not have a nomination committee, disclose that [If the entity complies with paragraph (b):]
fact and the processes it employs to address board
… the fact that we do not have a nomination committee and the
succession issues and to ensure that the board has the
processes we employ to address board succession issues and to
appropriate balance of skills, knowledge, experience,
ensure that the board has the appropriate balance of skills,
independence and diversity to enable it to discharge its
knowledge, experience, independence and diversity to enable it to
duties and responsibilities effectively.
discharge its duties and responsibilities effectively:
☐ in our Corporate Governance Statement OR
☐ at [ insert location ]
2.2 A listed entity should have and disclose a board skills matrix … our board skills matrix: ☐ an explanation why that is so in our Corporate Governance
setting out the mix of skills and diversity that the board currently ☒ in our Corporate Governance Statement OR Statement OR
has or is looking to achieve in its membership.
☐ at [ insert location ] ☐ we are an externally managed entity and this recommendation
is therefore not applicable
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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 … [3]
2.3 A listed entity should disclose: … the names of the directors considered by the board to be ☐ an explanation why that is so in our Corporate Governance
(a) the names of the directors considered by the board to be independent directors: Statement
independent directors; ☒ in our Corporate Governance Statement OR
(b) if a director has an interest, position, association or
☐ at [ insert location ]
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the … and, where applicable, the information referred to in paragraph (b):
independence of the director, the nature of the interest,
☒ in our Corporate Governance Statement OR
position, association or relationship in question and an
explanation of why the board is of that opinion; and ☐ at [ insert location ]
(c) the length of service of each director.
… and the length of service of each director:
☒ in our Corporate Governance Statement OR
☐ at [ insert location ]
2.4 A majority of the board of a listed entity should be independent … the fact that we follow this recommendation: ☐ an explanation why that is so in our Corporate Governance
directors.
☒ in our Corporate Governance Statement OR Statement OR
☐ at [ insert location ] ☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.5 The chair of the board of a listed entity should be an independent … the fact that we follow this recommendation: ☒ an explanation why that is so in our Corporate Governance
director and, in particular, should not be the same person as the ☐ in our Corporate Governance Statement OR Statement OR
CEO of the entity.
☐ at [ insert location ] ☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.6 A listed entity should have a program for inducting new directors … the fact that we follow this recommendation: ☐ an explanation why that is so in our Corporate Governance
and provide appropriate professional development opportunities ☒ in our Corporate Governance Statement OR Statement OR
for directors to develop and maintain the skills and knowledge
needed to perform their role as directors effectively. ☐ at [ insert location ] ☐ we are an externally managed entity and this recommendation
is therefore not applicable
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1 A listed entity should: … our code of conduct or a summary of it: ☐ an explanation why that is so in our Corporate Governance
(a) have a code of conduct for its directors, senior executives ☒ in our Corporate Governance Statement OR Statement
and employees; and
☐ at [ insert location ]
(b) disclose that code or a summary of it.
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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 …3	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 …3	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 …3	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 …3
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1 The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. [If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2): `☐`in our Corporate Governance Statement OR `☐`at [insert location] … and a copy of the charter of the committee: `☐`at … and the information referred to in paragraphs (4) and (5): `☐`in our Corporate Governance Statement OR `☐`at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner: `☐`in our Corporate Governance Statement OR `☐`at [insert location] `☒` an explanation why that is so in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	… the fact that we follow this recommendation: `☒`in our Corporate Governance Statement OR `☐`at [insert location]	`☐` an explanation why that is so in our Corporate Governance Statement

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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 … [3]
4.3 A listed entity that has an AGM should ensure that its external … the fact that we follow this recommendation: ☐ an explanation why that is so in our Corporate Governance
auditor attends its AGM and is available to answer questions ☒ in our Corporate Governance Statement OR Statement OR
from security holders relevant to the audit.
☐ at [ insert location ] ☐ we are an externally managed entity that does not hold an
annual general meeting and this recommendation is therefore
not applicable
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should: … our continuous disclosure compliance policy or a summary of it: ☐ an explanation why that is so in our Corporate Governance
(a) have a written policy for complying with its continuous ☒ in our Corporate Governance Statement OR Statement
disclosure obligations under the Listing Rules; and
☐ at [ insert location ]
(b) disclose that policy or a summary of it.
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its … information about us and our governance on our website: ☐ an explanation why that is so in our Corporate Governance
governance to investors via its website. ☒ at https://cycliq.com/investors/corporate-governance/ Statement
6.2 A listed entity should design and implement an investor relations … the fact that we follow this recommendation: ☐ an explanation why that is so in our Corporate Governance
program to facilitate effective two-way communication with investors. ☒ in our Corporate Governance Statement OR Statement
☐ at [ insert location ]
6.3 A listed entity should disclose the policies and processes it has in … our policies and processes for facilitating and encouraging ☐ an explanation why that is so in our Corporate Governance
place to facilitate and encourage participation at meetings of participation at meetings of security holders: Statement OR
security holders.
☒ in our Corporate Governance Statement OR ☐ we are an externally managed entity that does not hold
☐ at [ insert location ] periodic meetings of security holders and this recommendation
is therefore not applicable
6.4 A listed entity should give security holders the option to receive … the fact that we follow this recommendation: ☐ an explanation why that is so in our Corporate Governance
communications from, and send communications to, the entity ☒ in our Corporate Governance Statement OR Statement
and its security registry electronically.
☐ at [ insert location ]
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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 …3	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 …3	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 …3	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 …3
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework. [If the entity complies with paragraph (a):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): `☐`in our Corporate Governance Statement OR `☐`at [insert location] … and a copy of the charter of the committee: `☐`at … and the information referred to in paragraphs (4) and (5): `☐`in our Corporate Governance Statement OR `☐`at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework: `☐`in our Corporate Governance Statement OR `☐`at [insert location] `☒` an explanation why that is so in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: `☒`in our Corporate Governance Statement OR `☐`at [insert location] … and that such a review has taken place in the reporting period covered by this Appendix 4G: `☒`in our Corporate Governance Statement OR `☐`at [insert location]	`☐` an explanation why that is so in our Corporate Governance Statement

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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 … [3]
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should: [If the entity complies with paragraph (a):] ☒ an explanation why that is so in our Corporate Governance
(a) have a remuneration committee which: … the fact that we have a remuneration committee that complies with Statement OR
(1) has at least three members, a majority of whom are paragraphs (1) and (2): ☐ we are an externally managed entity and this recommendation
independent directors; and ☐ in our Corporate Governance Statement OR is therefore not applicable
(2) is chaired by an independent director,
☐ at [ insert location ]
and disclose:
… and a copy of the charter of the committee:
(3) the charter of the committee;
(4) the members of the committee; and ☐ at
(5) as at the end of each reporting period, the number of … and the information referred to in paragraphs (4) and (5):
times the committee met throughout the period and ☐ in our Corporate Governance Statement OR
the individual attendances of the members at those
meetings; or ☐ at [ insert location ]
(b) if it does not have a remuneration committee, disclose that [If the entity complies with paragraph (b):]
fact and the processes it employs for setting the level and
… the fact that we do not have a remuneration committee and the
composition of remuneration for directors and senior
processes we employ for setting the level and composition of
executives and ensuring that such remuneration is
remuneration for directors and senior executives and ensuring that
appropriate and not excessive.
such remuneration is appropriate and not excessive:
☐ in our Corporate Governance Statement OR
☐ at [ insert location ]
8.2 A listed entity should separately disclose its policies and … separately our remuneration policies and practices regarding the ☐ an explanation why that is so in our Corporate Governance
practices regarding the remuneration of non-executive directors remuneration of non-executive directors and the remuneration of Statement OR
and the remuneration of executive directors and other senior executive directors and other senior executives:
executives. ☐ we are an externally managed entity and this recommendation
☒ in our Corporate Governance Statement OR
is therefore not applicable
☐ at [ insert location ]
8.3 A listed entity which has an equity-based remuneration scheme … our policy on this issue or a summary of it: ☐ an explanation why that is so in our Corporate Governance
should:
☒ in our Corporate Governance Statement OR Statement OR
(a) have a policy on whether participants are permitted to
enter into transactions (whether through the use of ☐ at [ insert location ] ☐ w e do not have an equity-based remuneration scheme and this
derivatives or otherwise) which limit the economic risk of recommendation is therefore not applicable OR
participating in the scheme; and ☐ we are an externally managed entity and this recommendation
(b) disclose that policy or a summary of it. is therefore not applicable
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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 …3	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 …3	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 …3	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 …3
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements. … the information referred to in paragraphs (a) and (b): `☐`in our Corporate Governance Statement OR `☐`at [insert location] `☐` an explanation why that is so in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	… the terms governing our remuneration as manager of the entity: `☐`in our Corporate Governance Statement OR `☐`at [insert location]	`☐` an explanation why that is so in our Corporate Governance Statement

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CYCLIQ GROUP LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2018

This Corporate Governance summary discloses the extent to which the Company will follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations (3rd Edition) (Recommendations). The Recommendations are not mandatory, however the Recommendations that will not be followed have been identified and reasons have been provided for not following them.

The Company’s Corporate Governance Policies has been posted on the Company’s website at https://cycliq.com/investors/corporate-governance/.

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PRINCIPLES AND RECOMMENDATIONS COMPLY EXPLANATION
(YES/NO)
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
A listed entity should have and disclose a charter YES The Company has adopted a Board Charter.
which sets out the respective roles and The Board Charter sets out the specific responsibilities of
responsibilities of the board, the chair and the Board, requirements as to the Boards composition, the
management; and includes a description of those roles and responsibilities of the Chairman and Company
matters expressly reserved to the board and Secretary, the establishment, operation and management
those delegated to 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 is available on the
Company’s website at
https://cycliq.com/investors/corporate-governance/ .
Recommendation 1.2
A listed entity should:
(a) undertake appropriate checks before YES (a) The Company has detailed guidelines for the
appointing a person, or putting forward to appointment and selection of the Board. The
security holders a candidate for election, as Nomination Committee Charter requires the
a director; and Committee, and in this case the board as no
Committee currently exists due to the size of the
(b) provide security holders with all material Company, to undertake appropriate checks before
information relevant to a decision on whether appointing a person, or putting forward to security
or not to elect or re-elect a director. holders a candidate for election, as a director.
(b) All material information relevant to a decision on
whether or not to elect or re-elect a Director will be
provided to security holders in a Notice of Meeting
pursuant to which the resolution to elect or re-elect a
Director will be voted on.
Recommendation 1.3
A listed entity should have a written agreement YES The Nomination Committee Charter requires the
with each director and senior executive setting Committee, and in this case the board, as no Committee
out the terms of their appointment. currently exists due to the size of the Company, to ensure
that each director and senior executive is a party to a
written agreement with the Company which sets out the
terms of that Director’s or senior executive’s appointment.
The Company has entered into Letters of Appointment
with each Non-Executive Director.
Recommendation 1.4
The Board Charter outlines the roles, responsibility and
The company secretary of a listed entity should YES
accountability of the Company Secretary. The Company
be accountable directly to the board, through the
Secretary is accountable directly to the board, through the
chair, on all matters to do with the proper
chair, on all matters to do with the proper functioning of
functioning of the board. the Board.
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CYCLIQ GROUP LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2018

Recommendation 1.5

YES

A listed entity should:

(a) have a diversity policy which includes requirements for the board:
(i) to set measurable objectives for achieving gender diversity; and
(ii) to assess annually both the objectives and the entity’s progress in achieving them;
(b) disclose that policy or a summary or it; and (c) disclose as at the end of each reporting period:
(i) the measurable objectives for achieving gender diversity set by the board in accordance with the entity’s diversity policy and its progress towards achieving them; and
(ii) either:
(A) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or
(B) the entity’s “Gender Equality Indicators”, as defined in the Workplace Gender Equality Act 2012.

Recommendation 1.6

A listed entity should: YES
(a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and
(b) disclose in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.
(a) The Company has adopted a Diversity Policy (Refer to -
https://cycliq.com/investors/corporate governance/) (i) The Diversity Policy provides a framework for the Company to achieve a list of measurable objectives that encompass gender equality.
(ii) The Diversity Policy provides for the monitoring and evaluation of the scope and currency of the Diversity Policy. The company is responsible for implementing, monitoring and reporting on the measurable objectives.
(b) The Diversity Policy is available on the company website at https://cycliq.com/investors/corporate-governance/. (i) The measurable objectives set by the board will be included in the annual key performance indicators for the CEO, MD and senior executives. In addition the board will review progress against the objectives in its annual performance assessment.
(ii)
- (A) The board will include in the annual report each year, the measurable objectives, progress against the objectives, and the proportion of male and female employees in the whole organisation, at senior management level and at Board Level. There are two female employees at management level.
(a) As the Board only consists of four (4) members, the Company does not have a Nomination Committee because it would not be a more efficient mechanism than the full Board for focusing the Company on specific issues. The responsibilities of the Nomination Committee are currently carried out by the board and evaluating the performance of the Board, any committees and individual directors on an annual basis. The Board may do so with the aid of an independent advisor. The process for this can be found at https://cycliq.com/investors/corporategovernance/.
(b) The Company has established the Nomination Committee Charter, which requires disclosure as to whether or not performance evaluations were conducted during the relevant reporting period. During June 2018, over a series of informal discussions, the Chairman reviewed each director. All directors’ performances met performance criteria.

Recommendation 1.7

A listed entity should: YES

(a) have and disclose a process for periodically evaluating the performance of its senior executives; and
(b) disclose in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.
(a) As the Board only consists of four (4) members, the Company does not have a Remuneration Committee because it would not be a more efficient mechanism than the full Board for focusing the Company on specific issues. The responsibilities of the Remuneration Committee are currently carried out by the board, which includes evaluating the performance of senior executives. The Board is to arrange an annual performance evaluation of the senior executives, and may do so with the aid of an independent advisor.
(b) The Company has established the Remuneration Committee Charter, which requires an annual performance of the senior executives. The Remunerations and Nomination committee charter requires disclosure as to whether or not performance evaluations were conducted during the relevant reporting period. During June 2018, over a series of informal discussions, the Chairman reviewed each senior executive. All senior executives’ performances met performance criteria.

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CYCLIQ GROUP LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2018

Principle 2: Structure the board to add value

Recommendation 2.1

The board of a listed entity should: NO
(a) have a nomination committee which: (i) has at least three members, a majority of whom are independent directors; and
(ii) is chaired by an independent director, and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
(b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively.

Recommendation 2.2

YES

A listed entity should have and disclose 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) As the Board only consists of four (4) members, the Company does not have a Nomination Committee because it would not be a more efficient mechanism than the full Board for focusing the Company on specific issues. The responsibilities of a Nomination Committee are currently carried out by the board.
(b) The Company has adopted the Nomination Committee Charter, which will be followed by the Nomination Committee once it has been established. The Charter provides that the Committee:
(i) shall comprise of at least three (3) non-executive directors, the majority of whom are independent. ; and
(ii) the Committee Chairman is to be an independent Director.
(iii) The Nomination Committee Charter is available online;
(iv) The Board Charter provides for the disclosure of the members of each Committee. Details of the members of each Committee are provided in Annual Report; and
(v) The Board Charter requires each Committee in relation to the reporting period relevant to that Committee, to disclose the number of times that Committee met throughout the period, and the individual attendances of the members at those Committee meetings. Details of the attendance of Committee meetings will be provided in the Company’s Annual Report.

	disclose the number of times that Committee met throughout the period, and the individual attendances of the members at those Committee meetings. Details of the attendance of Committee meetings will be provided in the Company’s Annual Report.
	As the Company does not have a Nomination Committee, the Board with the assistance of an independent advisor, if required, are required to prepare a Board skill matrix setting out the mix of skills and diversity that the Board currently has (or is looking to achieve). The composition of the board is to be reviewed
	regularly against the Company’s Board skills matrix to ensure
	the appropriate mix of skills and expertise is present to facilitate
	successful strategic direction.
	Number of
	Directors that
	meet the skill
	Executive and Non-Executive experience 4
	Industry experience and knowledge 2
	Leadership 4
	Corporate governance and Risk Management 4
	Strategic thinking 4
	Desired behavioural competencies 4
	Geographic experience 2
	Capital Markets experience 4
	Subject matter expertise
	- accounting 2
	- capital management 4
	- corporate financing 4
	- industry taxation 0
	- risk management 4
	- legal 0
	- IT expertise 0
	As can be seen the main areas identified are well represented
	by the Directors. With regards to Industry taxation, legal and IT
	expertise there is a known skills shortage however these skills
	have been successfully outsourced to experienced consultants
	in the market, to the point where the Board is comfortable they
	are being met. The Board review the skills matrix annually.

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CYCLIQ GROUP LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2018

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, association or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendation (3rd Edition), but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director YES (a) The Board Charter provides for the disclosure of the names of Directors considered by the board to be independent. Currently three members of the Board are considered independent, being Cyril Daoud, Mike Young and Piers Lewis; (b) The Board Charter requires Directors to disclose their interest, positions, associations and relationships and requires that the independence of Directors is regularly assessed by the board in light of the interests disclosed by Directors. Details of the Directors interests, positions associations and relationships are provided in the Annual Report; and (c) The Board Charter provides for the determination of the Directors’ terms and requires the length of service of each Director to be disclosed. (d) The Board of Cycliq Group Limited consists of: Name Term in Office Chris Singleton Since 29 November 2016 Piers Lewis Since 22 February 2016 Mike Young Since 9 February 2017 Cyril Daoud Since 17 March 2017	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, association or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendation (3rd Edition), but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director YES (a) The Board Charter provides for the disclosure of the names of Directors considered by the board to be independent. Currently three members of the Board are considered independent, being Cyril Daoud, Mike Young and Piers Lewis; (b) The Board Charter requires Directors to disclose their interest, positions, associations and relationships and requires that the independence of Directors is regularly assessed by the board in light of the interests disclosed by Directors. Details of the Directors interests, positions associations and relationships are provided in the Annual Report; and (c) The Board Charter provides for the determination of the Directors’ terms and requires the length of service of each Director to be disclosed. (d) The Board of Cycliq Group Limited consists of: Name Term in Office Chris Singleton Since 29 November 2016 Piers Lewis Since 22 February 2016 Mike Young Since 9 February 2017 Cyril Daoud Since 17 March 2017	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, association or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendation (3rd Edition), but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director YES (a) The Board Charter provides for the disclosure of the names of Directors considered by the board to be independent. Currently three members of the Board are considered independent, being Cyril Daoud, Mike Young and Piers Lewis; (b) The Board Charter requires Directors to disclose their interest, positions, associations and relationships and requires that the independence of Directors is regularly assessed by the board in light of the interests disclosed by Directors. Details of the Directors interests, positions associations and relationships are provided in the Annual Report; and (c) The Board Charter provides for the determination of the Directors’ terms and requires the length of service of each Director to be disclosed. (d) The Board of Cycliq Group Limited consists of: Name Term in Office Chris Singleton Since 29 November 2016 Piers Lewis Since 22 February 2016 Mike Young Since 9 February 2017 Cyril Daoud Since 17 March 2017	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, association or relationship of the type described in Box 2.3 of the ASX Corporate Governance Principles and Recommendation (3rd Edition), but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director YES (a) The Board Charter provides for the disclosure of the names of Directors considered by the board to be independent. Currently three members of the Board are considered independent, being Cyril Daoud, Mike Young and Piers Lewis; (b) The Board Charter requires Directors to disclose their interest, positions, associations and relationships and requires that the independence of Directors is regularly assessed by the board in light of the interests disclosed by Directors. Details of the Directors interests, positions associations and relationships are provided in the Annual Report; and (c) The Board Charter provides for the determination of the Directors’ terms and requires the length of service of each Director to be disclosed. (d) The Board of Cycliq Group Limited consists of: Name Term in Office Chris Singleton Since 29 November 2016 Piers Lewis Since 22 February 2016 Mike Young Since 9 February 2017 Cyril Daoud Since 17 March 2017
Recommendation 2.4 A majority of the board of a listed entity should be independent directors. YES The Board Charter requires that where practical the majority of the Board will be independent. Currently three directors are independent. Details of each Director’s independence are provided in the Annual Report.
Recommendation 2.5 The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. NO The Board Charter provides that where practical, the Chairman of the Board will be a non-executive director. If the Chairman ceases to be independent then the Board will consider appointing a lead independent Director. Mr Chris Singleton who is an Executive director fulfils the responsibilities of Chairman. The Board will assess the need to appoint an independent chair in due course
Recommendation 2.6 A listed entity should have a program for inducting new directors and providing appropriate professional development opportunities for continuing directors to develop and maintain the skills and knowledge needed to perform their role as a director effectively. YES The Board Charter states that a specific responsibility of the Board is to procure appropriate professional development opportunities for Directors. As the Company does not have a Remuneration Committee, the board is responsible for the approval and review of induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities.
*Principle 3: Act ethically and responsibly*
Recommendation 3.1 A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	YES	(a) (b)	The Corporate Code of Conduct (Found at https://cycliq.com/investors/corporate-governance/) applies to the Company’s directors, senior executives and employees. The Company’s Corporate Code of Conduct is available on the Company’s website at https://cycliq.com/investors/corporate-governance/.

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Principle 4 : Safeguard integrity in financial reporting
Recommendation 4.1 (a) As the Board only consists of four (4) members, the
The board of a listed entity should: NO Company does not have an Audit and Risk Committee
(a) have an audit committee which: because it would not be a more efficient mechanism
(i) has at least three members, all of than the full Board for focusing the Company on specific
whom are non-executive directors issues. The responsibilities of the Audit and Risk
and a majority of whom are Committee are currently carried out by the board.
independent directors; and
(ii) is chaired by an independent The Company has adopted the Audit and Risk Committee
director, who is not the chair of the Charter, which will be followed by the Audit and Risk
board, Committee once it has been established. The Charter
provides that:
and disclose: (i) The Audit and Risk Committee must have at least
(iii) the charter of the committee; three (3) members, all of whom are non-executive
(iv) the relevant qualifications and directors, with a majority being independent; and
experience of the members of the (ii) The Chairman of the Audit and Risk Committee must
committee; and not be Chairman of the Board and must also be
(v) in relation to each reporting period, independent;
the number of times the committee (iii) The Audit and Risk Committee Charter will be made
met throughout the period and the available on the Company website at
individual attendances of the https://cycliq.com/investors/corporate-governance/;
members at those meetings; or (iv) The Board Charter requires the relevant
qualifications and experience of all members to be
disclosed. The Audit and Risk Committee Charter
(b) if it does not have an audit committee,
disclose that fact and the processes it also outlines the requisite skills and experience in
employs that independently verify and order to secure a position on the Audit and Risk
safeguard the integrity of its financial Committee. Details of the qualifications and
experience of Directors is provided in the Annual
reporting, including the processes for the
appointment and removal of the external Report.
auditor and the rotation of the audit (v) The Board Charter requires each Committee in
engagement partner. relation to the reporting period relevant to that
Committee, to disclose the number of times that
Committee met throughout the period, and the
individual attendances of the members at those
Committee meetings. Details of the Committee
meetings will be provided in the Company’s Annual
Report.
Recommendation 4.2 The Audit and Risk Committee Charter states that a duty and
The board of a listed entity should, before it YES responsibility of the Committee, and as the Company does not
approves the entity’s financial statements for a have a Committee, the board, is to ensure that before the
financial period, receive from its CEO and CFO Board approves the entity’s financial statements for a financial
a declaration that the financial records of the period, the CEO and CFO have declared that in their opinion
entity have been properly maintained and that the financial records of the entity have been properly
the financial statements comply with the maintained and that the financial statements comply with the
appropriate accounting standards and give a appropriate accounting standards and give a true and fair view
true and fair view of the financial position and of the financial position and performance of the entity and that
performance of the entity and that the opinion the opinion has been formed on the basis of a sound system
has been formed on the basis of a sound of risk management and internal control which is operating
system of risk management and internal control effectively.
which is operating effectively.
Recommendation 4.3 The Audit and Risk Committee Charter provides that the
A listed entity that has an AGM should ensure YES Committee, and as the Company does not have a Committee,
that its external auditor attends its AGM and is the board, must ensure the Company’s external auditor
available to answer questions from security attends its AGM and is available to answer questions from
holders relevant to the audit. security holders relevant to the audit.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1 (a) The Board Charter provides details of the Company’s
A listed entity should: YES disclosure policy. In addition,
(a) have a written policy for complying with its https://cycliq.com/investors/corporate-governance/ has
continuous disclosure obligations under the document entitled ‘Continuous Disclosure Policy’ and
the Listing Rules; and details the Company’s disclosure requirements as
required by the ASX Listing Rules and other relevant
(b) disclose that policy or a summary of it. legislation.
(b) The Board Charter and Continuous Disclosure Policy are
available on the Company website at
https://cycliq.com/investors/corporate-governance/.
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CYCLIQ GROUP LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2018

*Principle 6:Respect the***	*Principle 6:Respect the***	*Principle 6:Respect the***	*rights of security holders*
Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website. YES			Information about the Company and its governance is available in the Corporate Governance Plan which can be found on the Company’s website at https://cycliq.com/investors/corporate-governance/.
Recommendation 6.2 A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors. YES			The Company has adopted a Shareholder Communications Strategy which aims to promote and facilitate effective two- way communication with investors. The Strategy outlines a range of ways in which information is communicated to shareholders. The Shareholder Communications Strategy can be found on the Company’s website (https://cycliq.com/investors/corporate-governance/)in the Corporate Governance section entitled ‘Shareholder Communications Policy’.
Recommendation 6.3 A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. YES			The Shareholder Communication Policy, which can be found on the Company’s website (https://cycliq.com/investors/corporate-governance/), states that as a part of the Company’s developing investor relations program, Shareholders can register with the Company Secretary to receive email notifications of when an announcement is made by the Company to the ASX, including the release of the Annual Report, half yearly reports and quarterly reports. Links are made available to the Company’s website on which all information provided to the ASX is immediately posted. Shareholders are encouraged to participate at all EGMs and AGMs of the Company. Upon the despatch of any notice of meeting to Shareholders, the Company Secretary shall send out material with that notice of meeting stating that all Shareholders are encouraged to participate at the meeting.
Recommendation 6.4 A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. YES			Security holders can register with the Company to receive email notifications when an announcement is made by the Company to the ASX. Shareholders queries should be referred to the Company Secretary at first instance.
*Principle 7: Recognise and manage risk*
Recommendation 7.1 The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the process it employs for overseeing the entity’s risk management framework.	NO	(a) The Board is charged with the responsibility of determining the Company’s risk profile and is responsible for overseeing and approving risk management strategy and policies. As the Board only consists of four (4) members, the Company does not have an Audit and Risk Committee because it would not be a more efficient mechanism than the full Board for focusing the Company on specific issues. The responsibilities of the Audit and Risk Committee are currently carried out by the board. The Company has adopted the Audit and Risk Committee Charter, which will be followed by the Audit and Risk Committee once it has been established. (i) The Audit and Risk Committee Charter states that the majority of the Committee must be independent where practical. The Audit and Risk Committee must comprise of at least three (3) members, all being non-executive directors and a majority being independent; (ii) The Chairman of the Audit and Risk Committee must not be the Chairman of the Board and must be independent. (iii) The Audit and Risk Committee Charter is available online at the Company’s website. (iv) The Board Charter requires disclosure of the members of the Committee. Details of the current members are provided in the Annual Report. (v) The Board Charter requires each Committee in relation to the reporting period relevant to that Committee, to disclose the number of times each Committee met throughout the period and the individual attendances of themembers at those Committeemeetings. The

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CYCLIQ GROUP LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2018

relevant details of each Committee meeting held will be provided in the Company’s Annual Report.

Recommendation 7.2 The board or a committee of the board should: (a) review the entity’s risk management framework with management at least annually to satisfy itself that it continues to be sound, to determine whether there have been any changes in the material business risks the entity faces and to ensure that they remain within the risk appetite set by the board; and (b) disclose in relation to each reporting period, whether such a review has taken place.	YES	(a) (b)	The Company process for risk management and internal compliance includes a requirement to identify and measure risk, monitor the environment for emerging factors and trends that affect these risks, formulate risk management strategies and monitor the performance of risk management systems. Schedule 8 of the Corporate Governance Plan, which can be found on Company’s website (https://cycliq.com/investors/corporate- governance/), is entitled ‘Risk Management Policy’ and details the Company’s disclosure requirements with respect to the risk management review procedure and internal compliance and controls. The Board Charter requires (once each Committee has been established) in relation to the reporting period relevant to that Committee, to disclose the number of times that Committee met throughout the period, and the individual attendances of the members at those Committee meetings. Details of the Board meetings (as there is no separate committee) will be provided in the Company’s Annual Report.
Recommendation 7.3 A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	YES	The Audit and Risk Committee Charter provides for the internal audit function of the Company. The Charter outlines the monitoring, review and assessment of a range of internal audit functions and procedures. Given the size of the Company, no internal audit function is currently considered necessary. The Company’s Management periodically undertakes an internal review of financial systems and processes and where systems are considered to require improvement these systems are developed. The Board also considers external reviews of specific areas and monitors the implementation of system improvements.
Recommendation 7.4 A listed entity should disclose whether, and if so how, it has regard to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	YES	The Audit and Risk Committee Charter details the Company’s risk management systems which assist in identifying and managing potential or apparent business, economic, environmental and social sustainability risks (if appropriate). Review of the Company’s risk management framework is conducted at least annually and reports are continually created by management on the efficiency and effectiveness of the Company’s risk management framework and associated internal compliance and control procedures.

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Principle 8: Remunerate fairly and responsibly

Recommendation 8.1 The board of a listed entity should: NO (a) have a remuneration committee which: (i) has at least three members, a majority of whom are independent directors; and
(ii) is chaired by an independent director,
and disclose:
(a) As the Board only consists of four (4) members, the Company does not have a Remuneration Committee because it would not be a more efficient mechanism than the full Board for focusing the Company on specific issues. The responsibilities of the Remuneration Committee are currently carried out by the board, with the aid of an independent advisor, if required, which includes evaluating the performance of senior executives.
(b) The Company has adopted The Remuneration Committee Charter, which will be followed by the Remuneration Committee once it has been established. The Remuneration Committee Charter outlines the roles and responsibilities of the Remuneration Committee and provides that:
(iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or
(b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.
(i) The Remuneration Committee comprises of at least three (3) Directors, all of whom are independent nonexecutive Directors;

*Principle 8: Remunerate fairly and responsibly*	*Principle 8: Remunerate fairly and responsibly*	*Principle 8: Remunerate fairly and responsibly*	*Principle 8: Remunerate fairly and responsibly*	*Principle 8: Remunerate fairly and responsibly*
Recommendation 8.1 The board of a listed entity should: (a) have a remuneration committee which: (i) has at least three members, a majority of whom are independent directors; and (ii) is chaired by an independent director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or NO (a) As the Board only consists of four (4) members, the Company does not have a Remuneration Committee because it would not be a more efficient mechanism than the full Board for focusing the Company on specific issues. The responsibilities of the Remuneration Committee are currently carried out by the board, with the aid of an independent advisor, if required, which includes evaluating the performance of senior executives. (b) The Company has adopted The Remuneration Committee Charter, which will be followed by the Remuneration Committee once it has been established. The Remuneration Committee Charter outlines the roles and responsibilities of the Remuneration Committee and provides that: (i) The Remuneration Committee comprises of at least three (3) Directors, all of whom are independent non- executive Directors;
(b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.		(ii)		The Remuneration Committee must be chaired by an independent Director who is appointed by the Board. The Remuneration Committee Charter is available on the Company website at https://cycliq.com/investors/corporate-governance/; The Board Charter requires disclosure of the members of the Committee. Details of the current members are provided in the Annual Report; The Board Charter requires each Committee in relation to the reporting period relevant to that Committee, to disclose the number of times that Committee met throughout the period, and the individual attendances of the members at those Committee meetings. Details of the Committee meetings will be provided in the Company’s Annual Report.

		(iii)


		(iv)


		(v)







Recommendation 8.2 A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives and ensure that the different roles and responsibilities of non- executive directors compared to executive directors and other senior executives are reflected in the level and composition of their remuneration.	YES

Recommendation 8.3 A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	YES	(a)	The Remuneration Committee Charter is required to review, manage and disclose the policy (if any) 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. The Remuneration Committee Charter states that the Remuneration Committee, and in this case the Board, as no Remuneration Committee currently exists, must review and approve any equity based plans. A copy of the Remuneration Committee Charter is available on the Company’s website at https://cycliq.com/investors/corporate-governance/.








		(b)

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64746_rns_2018-08-30_8faec118-8d47-4fad-b6c3-b7fd64e10399.pdf

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

31 August 2018

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Recommendation 1.5

YES

Recommendation 1.6

Recommendation 1.7

Principle 2: Structure the board to add value

Recommendation 2.1

Recommendation 2.2

CYCLIQ GROUP LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2018

Principle 8: Remunerate fairly and responsibly

AI assistant

CYCLIQ GROUP LTD — Governance Information 2018

64746_rns_2018-08-30_8faec118-8d47-4fad-b6c3-b7fd64e10399.pdf

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

31 August 2018

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Recommendation 1.5

YES

Recommendation 1.6

Recommendation 1.7

Principle 2: Structure the board to add value

Recommendation 2.1

Recommendation 2.2

CYCLIQ GROUP LIMITED CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2018

Principle 8: Remunerate fairly and responsibly

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