DATADOT TECHNOLOGY LIMITED — Governance Information 2017

Oct 23, 2017

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

Name of entity:
DataDot Technology Limited
ABN / ARBN: 54 091 908 726	Financial year ended:
54 091 908 726	30 June 2017

Our corporate governance statement[2] for the above period above can be found at:[3]

☐ These pages of our annual report: ☒ This URL on our website: http://www.datadotdna.com/au/investors/corporate_governance /

The Corporate Governance Statement is accurate and up to date as at 24 October 2017and has been approved by the board.

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

Date: 24 October 2017 Print name: Patrick Raper, Company Secretary Signature: ____

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

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

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

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found.

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ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	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 …
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 this location: http://www.datadotdna.com/au/investors/corporate_governance/ … 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 this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ 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 this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ 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 this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ 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

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Corporate Governance Council recommendation	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 …
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 this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ 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
1.5	A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) 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 (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.	… the fact that we have a diversity policy that complies with paragraph (a): ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/ … and a copy of our diversity policy or a summary of it: ☒ at this location http://www.datadotdna.com/au/investors/corporate_governance/ … the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/ … and the information referred to in paragraphs (c)(1) or (2): ☐in our Corporate Governance Statement OR ☒ http://www.datadotdna.com/au/investors/corporate_governance/	☐ 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

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Corporate Governance Council recommendation	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 …
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/ … and the information referred to in paragraph (b): ☒in our Corporate Governance Statement OR ☐at this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐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
1.7	A listed entity should: (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.	… the evaluation process referred to in paragraph (a): ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/ … and the information referred to in paragraph (b): ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ 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

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Corporate Governance Council recommendation	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 …
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	[If the entity complies with paragraph (a):] … the fact that we have a nomination committee that complies with paragraphs (1) and (2): ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/ … and a copy of the charter of the committee: ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/ … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/ [If the entity complies with paragraph (b):] … the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively: ☐in our Corporate Governance Statement OR ☐at this location: [insert location here]	☐ 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

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Corporate Governance Council recommendation	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 …
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	… our board skills matrix: ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ 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
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 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.	… the names of the directors considered by the board to be independent directors: ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/ … where applicable, the information referred to in paragraph (b): ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/ … the length of service of each director: ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ an explanation why that is so in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	… the fact that we follow this recommendation: ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ 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

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Corporate Governance Council recommendation	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 …
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.	… the fact that we follow this recommendation: ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ 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
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	… the fact that we follow this recommendation: ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ 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
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
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.	… our code of conduct or a summary of it: ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	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 …
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 this location: http://www.datadotdna.com/au/investors/corporate_governance/ … and a copy of the charter of the committee: ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/ … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ an explanation why that is so in our Corporate Governance Statement [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 this location: [insert location here]

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …
4.2	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 this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ an explanation why that is so in our Corporate Governance Statement
4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	… the fact that we follow this recommendation: ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ 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: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it: ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ an explanation why that is so in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	… information about us and our governance on our website: ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ an explanation why that is so in our Corporate Governance Statement
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	… the fact that we follow this recommendation: ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	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 …
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.	… our policies and processes for facilitating and encouraging participation at meetings of security holders: ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity that does not hold 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 communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation: ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ an explanation why that is so in our Corporate Governance Statement
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 this location: http://www.datadotdna.com/au/investors/corporate_governance/ … and a copy of the charter of the committee: ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/ … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ an explanation why that is so in our Corporate Governance Statement [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 this location: [insert location here]

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Corporate Governance Council recommendation	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 …
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 we follow this recommendation: ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ an explanation why that is so in our Corporate Governance Statement
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.	[If the entity complies with paragraph (a):] … how our internal audit function is structured and what role it performs: ☐in our Corporate Governance Statement OR ☐at this location: [insert location here] [If the entity complies with paragraph (b):] … the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes: ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ an explanation why that is so in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	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 …
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	[If the entity complies with paragraph (a):] … the fact that we have a remuneration committee that complies with paragraphs (1) and (2): ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/ … and a copy of the charter of the committee: ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/ … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ 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 [If the entity complies with paragraph (b):] … the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: ☐in our Corporate Governance Statement OR ☐at this location: [insert location here]
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.	… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives: ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ 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
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	… our policy on this issue or a summary of it: ☐in our Corporate Governance Statement OR ☒at this location: http://www.datadotdna.com/au/investors/corporate_governance/	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ w e do not have an equity-based remuneration scheme and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	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 …
	(b) disclose that policy or a summary of it.		OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; (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 this location: [insert location here]	☐ 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 this location: [insert location here]	☐ an explanation why that is so in our Corporate Governance Statement

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DATADOT TECHNOLOGY LIMITED 2017 Corporate Governance Statement Introduction

This Corporate Governance Statement discloses the extent to which in 2017 DataDot Technology Limited adopted the 29 recommendations published in the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (3rd edition). It is current as at 24[th] October 2017 and has been approved by the Board of Directors.

Recommendation 1.1

A listed entity should disclose:

(a) the respective roles and responsibilities of the board and management; and (b) those matters expressly reserved to the board and those delegated to management.

The Board’s authority, including its power to delegate to management, is derived from the Corporations Act and Company’s Constitution. The respective roles and responsibilities of the Board and Management are set out in the Company’s Board Charter. Both the Constitution and Board Charter are published on the Company’s website at http://www.datadotdna.com/au/investors/corporate_governance/.

The roles of the Board are to provide strategic guidance for the Company and controlled entities, provide effective oversight of management and to protect and promote growth in shareholder value. In fulfilling these roles, the Board is responsible for the overall corporate governance of the consolidated entity including strategic direction, approving and monitoring capital expenditure, setting remuneration and succession policies for directors and senior executives, establishing and monitoring the achievement of management’s goals, the integrity of internal control and management information systems, setting risk limits, approving and monitoring financial budgets and keeping the market informed with timely and balanced disclosure of all material information concerning the Company.

Under the Company’s constitution the board may confer upon the Managing Director any of the powers exercisable by them on such terms and conditions and with such restrictions as they think fit. The board has delegated responsibility for day-to-day operation of the Company’s business and administration of the Company’s affairs to management.

Recommendation 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.

It is Company policy that the Remuneration and Nomination Committee is required to make background checks on all candidates for election as director and to make full disclosure to shareholders of candidates’ experience and independent status. The Remuneration and Nomination Committee Charter is published on the Company’s website at http://www.datadotdna.com/au/investors/corporate_governance/.

Recommendation 1.3

A listed entity should have a written agreement with each director and senior executives setting out the terms of their appointment.

Under the Director Conduct Policy directors are required to enter into a written agreement with the Company, in the form of a letter of appointment, setting out:

• the term of appointment;

• the time commitment envisaged;

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• remuneration, including superannuation entitlements;

• the requirement to disclose directors’ interests and any matter affecting independence;

• the requirement to comply with Company policy, including the Code of Conduct and Share Trading Policy;

• the terms of director access to independent professional advice;

• the circumstances in which their office becomes vacant;

• indemnity, insurance and continuing access to information arrangements; and

• confidentiality obligations.

Under the Board Charter , senior executives, including executive directors, are also required to enter into a written agreement with the Company setting out their position description, duties, responsibilities, remuneration, reporting line and entitlements on termination.

The Director Conduct Policy and Board Charter are published on the Company’s website at http://www.datadotdna.com/au/investors/corporate_governance/.

Recommendation 1.4

The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

The responsibilities and duties of Company Secretary are set out in the Company’s Board Charter, published on the Company’s website at http://www.datadotdna.com/au/investors/corporate_governance/. In a material respect they differ from the ASX Corporate Governance Council recommendation that the Company Secretary should be directly accountable to the Board, through the Chair, on all matters to do with the proper functioning of the Board. Under the Company’s policy the Company Secretary’s role is to support the Chairman and directors in the proper functioning of the Board . Specific duties include:

• maintaining and updating, in consultation with the Board, the Company’s Corporate Governance policies, disclosures and materials;

• providing or obtaining advice on Governance related matters;

• preparing the annual Corporate Governance Statement and submitting it to the Board for approval;

• publishing the Corporate Governance Statement and Appendix 4G; and

• managing Board and Committee meetings and General Meetings, including timetables, agendas, papers and Minutes.

Recommendation 1.5

A listed entity should:

• (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them;

• (b) disclose that policy or a summary of it; and

• (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards them , and either:

• (1) 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

• (2) if the entity is a ‘relevant employer’ under the Workplace Gender Equality Act, the entity’s most recent ’Gender Equality Indicators’ as defined in and published under that Act.

The Board has adopted a Diversity Policy that is a statement of commitment to cultural and gender diversity in the Company and of the benefits derived from workplace diversity. It is published on the Company’s website at http://www.datadotdna.com/au/investors/corporate_governance/. Under the policy the Board has set a single measurable objective of attaining equal gender representation in each of the four categories of personnel that together make up the company’s complement of directors and staff.

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They are:

• Directors;

• The CEO and staff who report directly to the CEO;

• • Staff who report to managers who report to the CEO; • Other staff.

Attainment and maintenance of this objective is contingent upon other variable and uncertain factors, in particular the rate of company growth and the number and frequency of staff resignations. In a small company, minor changes in these factors may cause significant volatility in the proportion of gender representation.

The table below shows the number and proportion of female personnel in each category and the total personnel numbers at 30 June 2016 and 2017.

	30 June 2016	30 June 2016	30 June 2016	30 June 2017	30 June 2017	30 June 2017
	Number of Females	Total Personnel Number	% Female	Number of Females	Total Personnel Number	% Female
Directors	0	3	0	0	3	0
First Level Reports	0	8	0	1	7	0
Second Level Reports	5	10	50	6	8	75
Other Staff	10	16	63	10	17	58
Total	15	37	41	17	35	49

Note: Owing to a corporate restructure, first and second levels are not directly comparable year on year.

Recommendation 1.6

A listed entity should:

• (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and

• (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.

It is the Company’s policy periodically to review performance of the Board, Board Committees and individual directors. The Board and Director Evaluation Policy specifies criteria for performance review but otherwise leaves it to the Board to determine the frequency and method of review. This policy is published on the Company’s website at http://www.datadotdna.com/au/investors/corporate_governance/. A Board performance review was conducted in the reporting period.

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Recommendation 1.7

A listed entity should:

• (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.

It is the Company’s policy to review senior executive performance annually. Each review assesses the degree to which both individual and Group Key Performance Indicators have been achieved in the reporting period, and this assessment bears directly on the amount of variable remuneration payable to senior executives for the reporting period. A performance evaluation of key management personnel was conducted in the reporting period.

Recommendation 2.1

The board of a listed entity should:

(a) have a nominations committee which:

• (1) has at least three members, a majority of whom are independent directors; and

• (2) is chaired by an independent director;

and disclose:

• (3) the charter of the committee;

• (4) the members of the committee; and

• (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings.

The Board has a Remuneration and Nomination Committee whose Board renewal responsibilities include director recruitment, appointment and re-election. All three directors are members of the Remuneration and Nomination Committee, which is chaired by an Independent Director of the Board. The Committee met twice in the period from 1 July 2016 to 24 October 2017 with all Members attending both meetings. The Remuneration and Nomination Committee Charter is published on the Company’s website at http://www.datadotdna.com/au/investors/corporate_governance/.

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Recommendation 2.2

A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.

The Board is committed to a diversity of attributes and skills and experience that is relevant to the organisation for the provision of effective governance and performance.

The following table set outs the attributes of the Board relating to gender diversity and length of service.

==> picture [479 x 176] intentionally omitted <==

----- Start of picture text -----

Attributes
Gender Diversity 0%
Director Length of Service 6 + years 67%
Director Length of Service 3 - 6 years 0%
Director Length of Service 0 - 3 years 33%
0% 10% 20% 30% 40% 50% 60% 70% 80%
----- End of picture text -----

The following table sets out the Board assessment of its collective skills and experience in categories relevant to the organisation. The Board target is to achieve a minimum of 66% in each nominated category and is consciously working to achieve this target.

Experience and Skills

==> picture [463 x 211] intentionally omitted <==

----- Start of picture text -----

Business Growth and Development 71%
Executive Leadership 86%
Science and Technology 62%
Human Resources 76%
Industry Experience 62%
Business Judgment 86%
Policy Development 76%
Governance and Legal 86%
Finance, Accounting and Capital Markets 76%
Risk Management 76%
Strategy 86%
0% 10% 20% 30% 40% 50% 60% 70% 80% 90%
----- End of picture text -----

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Recommendations 2.3 – 2.5

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 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.

A majority of the board of a listed entity should be independent directors.

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.

The board comprises three directors:

Mr Bruce Rathie B.Comm, LL.B., MBA, Grad Dip CSP, SA Fin., FAICD, FAIM Age: 62 Length of Continuous Service: 8 years Shareholding Interest in Company: 35,900,000 ordinary shares and 2,000,000 share options.

Mr Rathie is the non-executive chairman.

Mr Gary Flowers B.Comm, LL.B., FAICD Age: 62 Length of Service: 9 years Shareholding Interest in Company: 5,487,265 ordinary shares and 1,000,000 share options.

Mr Flowers is a non-executive director.

Mr Stephe Wilks Age: 55 Length of Service: 18 months Shareholding Interest in Company: 0 ordinary shares and 1,000,000 share options.

Mr Wilks is an independent non-executive director.

The composition of the board is reviewed periodically by the Remuneration and Nomination Committee to ensure that the range of expertise and experience of board members is appropriate for the activities and operations of the consolidated entity. Where it is considered that the board would benefit from the services of a new director with particular skills, the board may appoint the most suitable candidate whose appointment must be confirmed by shareholders at the next general meeting.

While at three, the number of directors is at the lower end of the scale, directors consider that the Board’s present composition serves the interests of shareholders. The combined knowledge, skills and experience of directors is adequate and the cost is kept to a minimum.

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Recommendation 2.6

A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.

All new employees, including directors, are required to complete an induction program and directors may undertake additional training at the Company’s expenses where performance evaluation discloses a need for it.

No new Directors were appointed during the period.

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.

The Company’s Code of Ethical Conduct is published on the Company website at http://www.datadotdna.com/au/investors/corporate_governance/. It sets out the Company’s responsibilities to shareholders, customers, suppliers, employees, other stakeholders and the wider community. It prescribes minimum principles and standards of conduct that the Company expects of directors, employees, contractors and consultants engaged in its service.

Recommendation 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 these meetings.

The Board has an Audit and Risk Management Committee, which has both audit and risk management responsibilities. In relation to audit, the Committee oversees the financial reporting process to ensure balance, transparency and integrity of published financial information and monitors the effectiveness of internal financial controls. All three Directors are members of the Committee, which is chaired by Mr Gary Flowers. The Committee met five times in the period from 1 July 2016 to 24 October 2017 with all Members attending all meetings. The Audit and Risk Management Committee Charter is published on the Company’s website at http://www.datadotdna.com/au/investors/corporate_governance/.

Recommendation 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.

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In the reporting period the Board received from both the CEO and CFO a declaration that, in their opinion, the financial records of the Company at 30 June 2017 had been properly maintained; that the financial statements for the 2017 year comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the Company; and that their opinion had 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 that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.

Without fail the Company’s auditor is invited to attend and does attend the Company’s AGM. As a matter of course shareholders attending the AGM are invited to ask questions of the auditor relevant to the audit.

Recommendation 5.1

A listed entity should:

(a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and

• (b) disclose that policy or a summary of it.

The Company’s Continuous Disclosure Compliance Policy sets out the roles of Directors and the Company Secretary in meeting the Company’s disclosure obligations, safeguarding against premature disclosure, and avoiding or responding to a false market in the Company’s securities. It is published on the Company’s website at http://www.datadotdna.com/au/investors/corporate_governance/.

Recommendation 6.1

A listed entity should provide information about itself and its governance to its investors via its website.

The Company’s website provides relevant and timely data to shareholders. The Shareholder Communications Policy is published on the Company’s website at http://www.datadotdna.com/au/investors/corporate_governance/.

Recommendation 6.2

A listed entity should design and implement an investor relations program to facilitate effective twoway communication with investors.

The Company maintains an investor relations program commensurate with its size and concentration in its security holdings. Under the Shareholder Communications Policy :

• periodic disclosure of financial results is achieved by announcing them to the ASX then posting them on the Company’s website and issuing media releases;

• continuous disclosure of all material matters that may affect the price of the Company’s securities is achieved by announcing them to the ASX then posting them on the Company’s website and issuing media releases;

• the Company’s Annual Report is available to all shareholders either in electronic format or hard copy and is posted on the Company’s website. The board ensures that the Annual Report includes relevant information about the operations of the consolidated entity during the year, changes in the state of affairs of the consolidated entity and details of future developments, in addition to the other disclosures required by the Corporations Act 2001.

• the half-yearly report contains summarised financial information and a review of the operations of the consolidated entity during the period. Half-year financial statements prepared in accordance with the requirements of Accounting Standards in Australia and the Corporations Act 2001 are lodged with the ASX and posted on the Company’s website. The financial statements are sent to any shareholder who requests them.

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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.

The Board encourages full participation of shareholders at the annual general meeting to ensure a high level of accountability and identification with the consolidated entity's strategy and goals;

Recommendation 6.4

A listed entity should give security holders the option to receive communication from, and send communications to, the entity and its security registry electronically.

Both the Company and its share registry promote the use of electronic communications from and to shareholders and the majority of shareholder communications are received as electronic communications.

Recommendation 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.

The Board has an Audit and Risk Management Committee, which has both audit and risk management responsibilities. In relation to risk management, the Committee’s role is to identify and assess business risks, both strategic and operational, establish risk mitigation strategies and monitor the effectiveness of control and reporting systems. In relation to compliance, the Committee monitors the Company’s compliance obligations arising under the law, ASX Listing Rules, contracts and internal policies. All three Directors are members of the Committee, which is chaired by Mr Gary Flowers. The Committee met five times in the period from 1 July 2016 to 24 October 2017 with all Members attending all meetings. The Audit and Risk Management Committee Charter is published on the Company’s website at http://www.datadotdna.com/au/investors/corporate_governance/.

Recommendation 7.2

The board or a committee of the board should:

(a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and

(b) disclose, in relation to each reporting period, whether such a review has taken place.

The Audit and Risk Management Committee annually reviews the Company’s risk management framework, which includes a review of the range of strategic and operational risks to the Company, a review of the adequacy, continuing relevance and effectiveness of the Company’s risk control measures, and a review of the Company’s inherent and residual risk profile. The risk management framework was reviewed in the reporting period.

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Recommendation 7.3

A listed entity should disclose:

• (c) if it has an internal audit function, how the function is structured and what role does it perform; or (d) 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.

The Company does not have an internal audit function. Management has implemented a risk management and internal control system for assessing, monitoring and managing strategic, operational, financial reporting and compliance risks for the consolidated entity. The system is based upon policies, guidelines, delegations and reporting as well as the selection and training of qualified personnel. The Board believes the current control framework to be suitable for the Company’s current operations taking into account the consolidated entity’s stage of development. All risk assessments covered the whole financial year and the period up to the signing of the annual financial report for all material operations in the consolidated entity.

Recommendation 7.4

A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.

The Company does not have a material exposure to economic, environmental and social sustainability risks.

Recommendation 8.1

The board of a listed entity should:

• (a) have a remuneration committee which:

• (1) has at least three members, a majority of whom are independent directors; and

• (2) is chaired by an independent director, and disclose

• (3) the charter of the committee;

• (4) the members of the committee;

• (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.

The Board has a Remuneration and Nomination Committee whose responsibilities include director and executive remuneration policy. All three directors are members of the Committee, which is chaired by the Mr Stephe Wilks. The Committee met twice in the period from 1 July 2016 to 24 October 2017 with all Members attending both meetings. The Remuneration and Nomination Committee Charter is published on the Company’s website at http://www.datadotdna.com/au/investors/corporate_governance/.

Recommendation 8.2

A listed entity should separately disclose its policies and practices regarding the remuneration of nonexecutive directors and the remuneration of executive directors and other senior executives.

Non-executive and executive directors are remunerated by way of cash fees, superannuation contributions and a non-cash benefit by way of salary sacrifice into superannuation. Directors do not receive termination payments.

Senior executives are remunerated by way of fixed remuneration and performance-based remuneration, both short-term and long-term, which is tied to the Company’s annual budget target and longer term increase in shareholder value respectively. Performance-based remuneration is subject to the Company’s capacity to pay and takes the form of share grants under a share issue and loan scheme or share options in an equity-based remuneration plan.

The full details of all directors’ and senior executives’ remuneration is disclosed in the Remuneration Report, which is published in the Annual Report and is the subject of a shareholder resolution at the AGM.

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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.

It is Company policy that directors and senior executives are prohibited from hedging shares or share options granted as equity-based remuneration.

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