ENTROPY NEURODYNAMICS LIMITED — Regulatory Filings 2021

Aug 29, 2021

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Name of entity
Exopharm Limited
ABN/ARBN 76 163 765 991	Financial year ended:
76 163 765 991	30 June 2021

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

These pages of our ☐ annual report: This URL on our ☒ https://exopharm.com/financial-reporting/ website:

The Corporate Governance Statement is accurate and up to date as at 30 August 2021 and has been approved by the board.

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

Date: 30 August 2021 Name of authorised officer Elizabeth McGregor, Company Secretary authorising lodgement:

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

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

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

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

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

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting out: (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.	☒ and we have disclosed a copy of our board charter at: https://exopharm.com/financial-reporting/ …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance StatementOR ☐ 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 director or senior executive or putting someone forward 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.	☒	☐ set out in our Corporate Governance StatementOR ☐ 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.	☒	☐ set out in our Corporate Governance StatementOR ☐ 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.	☒	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 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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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.5	A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) 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. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.	☐ and we have disclosed a copy of our diversity policy at: …………………………………………………………………………….. [insert location] and we have disclosed the information referred to in paragraph (c) in: …………………………………………………………………………….. [insert location] and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period.	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
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 for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ and we have disclosed the evaluation process referred to in paragraph (a) in: our Corporate Governance Statement. …………………………………………………………………………….. [insert location] and whether a performance evaluation was undertaken for the reporting period in accordance with that process in: our Corporate Governance Statement. …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance StatementOR ☐ 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 evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☐ and we have disclosed the evaluation process referred to in paragraph (a) at: …………………………………………………………………………….. [insert location] and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND 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):] and we have disclosed a copy of the charter of the committee at: N/A …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: N/A …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed 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. …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	☒ and we have disclosed our board skills matrix at: our Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
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, affiliation 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 or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	☒ and we have disclosed the names of the directors considered by the board to be independent directors in: our Corporate Governance Statement.. …………………………………………………………………………….. [insert location] and, where applicable, the information referred to in paragraph (b) in: our Corporate Governance Statement. …………………………………………………………………………….. [insert location] and the length of service of each director in: our Corporate Governance Statement. …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	☐	☒ set out in our Corporate Governance StatementOR ☐ 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 director and, in particular, should not be the same person as the CEO of the entity.	☒	☐ set out in our Corporate Governance StatementOR ☐ 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 for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒ and we have disclosed our values at: https://exopharm.com/our-values/ …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement
3.2	A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.	☒ and we have disclosed our code of conduct at: https://exopharm.com/financial-reporting/ …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	☒ and we have disclosed our whistleblower policy at: https://exopharm.com/financial-reporting/ …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy.	☐ and we have disclosed our anti-bribery and corruption policy at: …………………………………………………………………………….. [insert location]	☒ set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
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):] and we have disclosed a copy of the charter of the committee at: N/A …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: N/A …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed 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. …………………………………………………………………………….. [insert location]	☐ set out 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.	☒	☐ set out in our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	☒	☐ set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	☒ and we have disclosed our continuous disclosure compliance policy at: https://exopharm.com/financial-reporting/ …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	☒	☐ set out in our Corporate Governance Statement
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	☒	☐ set out 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.	☒ and we have disclosed information about us and our governance on our website at: https://exopharm.com/financial-reporting/ …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	☒	☐ set out in our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	☒ and we have disclosed how we facilitate and encourage participation at meetings of security holders in: our Corporate Governance Statement. …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	☒	☐ set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	☒	☐ set out 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):] and we have disclosed a copy of the charter of the committee at: N/A …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: N/A …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed 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. …………………………………………………………………………….. [insert location]	☐ set out 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 that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	☒ and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period in: our Corporate Governance Statement. …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
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 governance, risk management and internal control processes.	☒ [If the entity complies with paragraph (a):] and we have disclosed how our internal audit function is structured and what role it performs at: N/A …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed 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. …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	☒ and we have disclosed whether we have any material exposure to environmental and social risks in: our Corporate Governance Statement. …………………………………………………………………………….. [insert location] and, if we do, how we manage or intend to manage those risks in: our Corporate Governance Statement. …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
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):] and we have disclosed a copy of the charter of the committee at: N/A …………………………………………………………………………….. [insert location] and the information referred to in paragraphs (4) and (5) at: N/A …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] and we have disclosed 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. …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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 we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives at: our Annual Report	☐ set out 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 (b) disclose that policy or a summary of it.	☒ and we have disclosed our policy on this issue or a summary of it at: https://exopharm.com/financial-reporting/ ……………………………………………………………………… [insert location]	☐ set out in our Corporate Governance StatementOR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in fullfor the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.	☐ and we have disclosed information about the processes in place at: ……………………………………………………………………… [insert location]	☐ set out in our Corporate Governance Statement OR ☒ we do not have a director in this position and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.2	A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	☐	☐ set out in our Corporate Governance StatementOR ☒ we are established in Australia and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.3	A listed entity established outside Australia, and an externally managed 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.	☐	☐ set out in our Corporate Governance StatementOR ☒ we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐ we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable

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ASX Listing Rules Appendix 4G (current at 17/7/2020)

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CORPORATE GOVERNANCE STATEMENT

Exopharm Limited ACN 163 765 991

Date adopted: 30 August 2021

The Directors and executives of Exopharm Limited (“Exopharm” or “the Company”) are committed to conducting the business of the Company in an ethical manner and in accordance with the highest standards of corporate governance.

This Corporate Governance Statement explains how the Company complies with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations 4th Edition (Principles and Recommendations) in relation to the year ended 30 June 2021. The statement is current as at 30 August 2021 and has been approved by the Board.

The Board has adopted a suite of charters and key corporate governance documents which articulate the policies and procedures followed by Exopharm. These documents are available in the Corporate Governance section of the Company’s website (http://www.exopharm.com) (Website).

1. Corporate Governance

1.1 Overview

Exopharm’s corporate governance policies and procedures have been designed to be generally consistent with the Principles and Recommendations, and are outlined below.

Exopharm complies with a substantial number, but not all, (given its early stage of development, operations and technology) of the Principles and Recommendations.

1.2 The Board

The Board is responsible for the overall corporate governance of Exopharm. The Board is committed to administering its corporate governance structures to promote integrity and responsible decision making.

1

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1.3 Charters and policies

Set out in the table below is a list of Exopharm’s corporate governance charters and policies and a brief description of the purpose of each. Copies of the charters and policies are in the Corporate Governance section of Exopharm’s website at exopharm.com.

As Exopharm’s activities develop in size, nature and scope, the implementation of additional corporate governance policies will be given further consideration.

Charter / policy	Purpose
Board Charter	The Board Charter sets out the various responsibilities of
	the Board with regard to the overall operation and
	stewardship of Exopharm.
Code of Conduct	The Code of Conduct aims to develop a consistent
	understanding of, and approach to, the desired
	standards of conduct and behaviour of the Directors,
	officers, employees and consultants in carrying out their
	roles for Exopharm.
Continuous Disclosure	The purpose of the Continuous Disclosure and Market
and Market	Communications Policy is to:
Communications Policy	(a) ensure that Exopharm, as a minimum, complies with
	its continuous disclosure obligations under the
	Corporations Act and the ASX Listing Rules and, as
	much as possible, seeks to achieve best practice;
	(b) provide Shareholders and the market with timely,
	direct and equal access to information issued by
	Exopharm; and
	(c) promote investor confidence in the integrity of
	Exopharm and its Securities.
Securities Trading Policy	The Securities Trading Policy states the requirements for
	all Directors, senior executives, employees and
	consultants of Exopharm dealing in Exopharm’s
	Securities.
Shareholder	The Shareholder Communications Policy states the
Communications Policy	processes through which Exopharm will endeavour to
	ensure timely and accurate information is provided to all
	Shareholders and the broader market.

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Charter / policy	Purpose
Risk Management Policy	The purpose of the Risk Management Policy is to:
	(a) provide a framework for identifying, assessing,
	monitoring and managing risk; and
	(b) communicate the roles and accountabilities of
	participants in the risk management system.
Audit Policy	The Audit Policy states the roles and responsibilities of
	the Board in performing its function to oversee
	Exopharm’s external audit matters. The primary role of
	the function is to:
	(a) monitor the integrity and quality of interim and
	annual financial reporting and disclosures;
	(b) identify key business, financial and regulatory
	risks;
	(c) monitor compliance with relevant laws,
	regulations, standards and codes; and
	(d) monitor the integrity of the external audit.
Nomination and	The Nomination and Remuneration Policy sets out the
Remuneration Policy	Board’s policy and procedures for nomination and
	remuneration of officers, including in relation to the
	Chief Executive Officer, to ensure that they are fair and
	meet market conditions.

1.4 Corporate governance compliance with the Principles and Recommendations

Exopharm sets out below its “if not, why not” report in relation to those matters of corporate governance where Exopharm’s practice departs from the Principles and Recommendations to the extent that they are currently applicable to Exopharm.

ASX Principle and Recommendation Compliance (Yes/No) Explanation
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 A listed entity should have and disclose a board charter setting out: Yes Exopharm has adopted a Board Charter which discloses the roles and responsibilities of the Board and senior management.

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ASX Principle and Compliance Explanation Recommendation (Yes/No) (a) the respective roles and Under the Board Charter, the Board is responsibilities of its board responsible for the overall operation and and management; and stewardship of Exopharm, including charting the direction, strategies and (b) those matters expressly financial objectives for Exopharm, reserved to the board and monitoring the implementation of those those delegated to policies, strategies and financial objectives, management. and monitoring compliance with regulatory requirements and ethical standards. Recommendation 1.2 Yes Exopharm will conduct specific checks of candidates prior to their appointment or A listed entity should: nomination for election by Shareholders. (a) undertake appropriate Exopharm will include in its notices of checks before appointing a meeting a brief biography of each Director director or senior executive who stands for election or re-election. The or putting someone forward biography sets out the relevant for election as a director; and qualifications and professional experience (b) provide security holders with of the nominated Director for consideration all material information in its by Shareholders. This information is also possession relevant to a included on Exopharm’s website in respect decision on whether or not of existing Directors. to elect or re-elect a director.

Recommendation 1.3 Yes Exopharm engages or employs its Directors and other senior executives under written A listed entity should have a agreements setting out key terms that written agreement with each govern their engagement or employment director and senior executive by Exopharm. setting out the terms of their appointment. The Managing Director is employed pursuant to a written employment agreement with Exopharm and each NonExecutive Director is engaged under a letter of appointment.

Recommendation 1.4 Yes The Company Secretary reports directly, and is accountable, to the Board through The company secretary of a listed the Chairman in relation to all governance entity should be accountable matters. directly to the board, through the

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ASX Principle and Compliance Explanation Recommendation (Yes/No) chair, on all matters to do with The Company Secretary advises and the proper functioning of the supports the Board members on general board. governance matters, implements adopted governance procedures, and coordinates circulation of meeting agendas and papers.

Recommendation 1.5

A listed entity should:

• (a) have and disclose a diversity policy;

• (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and

• (c) disclose in relation to each reporting period:

(1) the measurable objectives set for that period to achieve gender diversity;

(2) the entity’s progress towards achieving those objectives; and

(3) either:

No

Due to Exopharm’s current size and its stage of development, Exopharm has not adopted a formal diversity policy at this stage.

Exopharm has a policy to select the best available officers and staff for each relevant position in a non-discriminatory manner based on merit.

Notwithstanding this, the Board respects and values the benefits that diversity (e.g. gender, age, ethnicity, cultural background, disability and martial/family status etc) brings in relation to expanding Exopharm’s perspective and thereby improving corporate performance, increasing Shareholder value and maximising the probability of achieving Exopharm’s objectives.

The Board is committed to developing a diverse workplace where appointments or advancements are made on a fair and equitable basis.

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

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ASX Principle and Recommendation Compliance (Yes/No) Explanation

• B. 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.

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.

Yes

Exopharm has a process for the evaluation of the Board and individual Directors.

The performance review is conducted via self-evaluation and feedback, which is then reviewed by the Directors.

A performance review of the board and individual directors took place during the reporting period.

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.

No Exopharm does not have in place a formal process for evaluation of its key executives however informal reviews were completed during the reporting period.

Performance evaluation is a discretionary matter for consideration by the Board and in the normal course of events the Board will review the performance of its senior executives.

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ASX Principle and Recommendation Compliance (Yes/No) Explanation

Principle 2: Structure the Board to be effective and add value

Recommendation 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

Yes

Exopharm does not have a nomination committee at this stage. The Board considers that, given the current size and scope of Exopharm’s operations, efficiencies or other benefits would not be gained by establishing a separate nomination committee. The full Board, which comprises three members, considers that the matters and issues that would otherwise be addressed by a nomination committee in accordance with Exopharm’s Nomination and Remuneration Policy. Under the Board Charter, candidacy for the Board is based on merit against objective criteria with a view to maintaining an appropriate balance of skills and experience.

As a matter of practice, candidates for the office of Director are individually assessed by both the Chairman and Managing Director before appointment or nomination to ensure that they possess the relevant skills, experience or other qualities considered appropriate and necessary to provide value and assist in advancement of Exopharm’s operations.

The Board intends to reconsider the requirement for, and benefits of, a separate nomination committee as Exopharm’s operations grow and evolve.

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ASX Principle and Recommendation Compliance (Yes/No) Explanation

discharge its duties and responsibilities effectively.

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.

Yes

Exopharm maintains a skills matrix setting out the mix of skills, experience and diversity of Board members. The skills and experience include:

• Financial/Audit;

• Legal/Governance;

• Investor Relations;

• Risk Management and Compliance;

• Human Resources/Remuneration;

• IT/Technology;

• Marketing/Social Media;

• Strategic Planning;

• Government Affairs;

• Policy Development;

• Executive Management;

• International experience; and

• • Listed Company Director experience.

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 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

Yes Disclosure of the names of Directors considered by the Board to be independent is included in the annual report.

The Board considers Mr Jason Watson to be an independent Director.

Mr Watson received performance rights during the reporting period. The performance rights were issued with shareholder approval as reasonable remuneration. Having regard to the nature and value of the performance rights as remuneration and the performance hurdles which are conditions to the rights vesting, the Board (excluding Mr Watson) considers that the performance rights align Mr Watson’s interests with the interests of

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ASX Principle and Recommendation Compliance (Yes/No) Explanation
(c) the length of service of each director. the entity as a whole and do not negatively impact upon his independence. The length of service of each Director is provided in the annual report and is as follows: • Ian Dixon – since 15 May 2013; • Jason Watson – since 10 August 2018; and • Elizabeth McGregor – since 5 January 2021. David Parker retired as a director on 5 January 2021, having served since 26 June 2018.

Recommendation 2.4	No	The Board is not comprised of a majority of
A majority of the board of a listed		independent Directors.
entity should be independent		There is currently one Director who
directors.		satisfies the criteria for independence for
		the purposes of ASX Recommendation 2.3,
		being Mr Jason Watson as Chairman. Mr
		Watson represents 33% of the Board.
		Given the nature, size and scope of
		Exopharm’s operations, the Board
		considers that it has relevant experience in
		biotechnology, intellectual property, capital
		raising and company management and that
		it is otherwise appropriately structured to
		discharge its duties in a manner that is in
		the best interests of Exopharm and its
		Shareholders from both a long-term
		strategic and operational perspective.
		The Board acknowledges that it is
		preferable that the majority of the Board be
		independent Non-Executive Directors.

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ASX Principle and Compliance Explanation Recommendation (Yes/No) Recommendation 2.5 Yes The Chairman (Mr Watson) is an independent Non-Executive Director of the The chair of the board of a listed Company. entity should be an independent director and, in particular, should The Managing Director (Dr Dixon) is an not be the same person as the Executive Director and the Chief Executive CEO of the entity. Officer of the Company.

Recommendation 2.5

Recommendation 2.6 Yes Exopharm has an induction program for new Directors. The Board periodically A listed entity should have a reviews the needs and opportunities for program for inducting new professional development of Directors. directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.

Principle 3: Instil a culture of acting lawfully, ethically and responsibly

Recommendation 3.1 Yes

A listed entity should articulate and disclose its values.

Exopharm’s values are articulated and published on its website.

Recommendation 3.2

A listed entity should:

• (a) have and disclose a code of conduct for its directors, senior executives and employees; and

• (b) ensure that the board or a committee of the board is informed of any material breaches of that code.

Yes

The Board believes that the success of Exopharm has been and will continue to be enhanced by a strong ethical culture within the organisation.

Accordingly, Exopharm has established a Code of Conduct which sets out the standards with which the Directors, officers, employees and consultants of Exopharm are expected to comply in relation to the affairs of Exopharm's business and when dealing with each other, Shareholders and the broader community.

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ASX Principle and Recommendation Compliance (Yes/No) Explanation
The Code also outlines the procedure for reporting any breaches of the Code and the possible disciplinary action Exopharm may take in respect of any breaches. Any material breaches of the Code will be reported to the Board. In addition to their obligations under the Corporations Act in relation to inside information, all Directors, employees and consultants have a duty of confidentiality to Exopharm in relation to confidential information they possess. In fulfilling their duties, each Director dealing with corporate governance matters may obtain independent professional advice at Exopharm’s expense after consultation with the Chair.

Recommendation 3.3

A listed entity should:

(a) have and disclose a whistleblower policy; and

• (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.

Yes The Company has adopted a Whistleblower Policy, which is published on its website. In accordance with the terms of the Policy and specifically the protections for whistleblowers, the findings of material incidents will be reported to the Board.

Recommendation 3.4 No The Company does not have a separate anti-bribery and corruption policy. The A listed entity should: Corporate Code of Conduct sets out the (a) have and disclose an antistandards by which directors and bribery and corruption policy; employees are expected to comply. These and standards include compliance with all laws, (b) ensure that the board or a as well as procedures around gifts and committee of the board is entertainment.

A listed entity should:

(a) have and disclose an antibribery and corruption policy; and

• (b) ensure that the board or a committee of the board is informed of any material breaches of that policy.

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ASX Principle and Recommendation Compliance (Yes/No) Explanation

Material breaches of the Code are reported to the Board.

Principle 4: Safeguard integrity in corporate reporting

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

Yes

Exopharm has not established a separate audit committee.

The audit function is performed by the full Board pursuant to the Audit Policy.

The Board does not consider that a separate audit committee is necessary given the current size and scope of Exopharm’s operations and the size of its Board.

• (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

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ASX Principle and Recommendation Compliance (Yes/No) Explanation

(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.

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.

Yes

As a matter of practice, the Board of Exopharm is provided with declarations substantially in the form referred to in Recommendation 4.2. before its financial statements are approved.

Recommendation 4.3

A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.

Yes

Exopharm has a Continuous Disclosure and Market Communications Policy which sets out the process for review and release of announcements to the market. Any periodic corporate reports which are not reviewed by an external auditor (for example the Quarterly Report and Appendix 4C) are reviewed by the CFO and

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ASX Principle and Recommendation Compliance (Yes/No) Explanation
Managing Director prior to Board approval in accordance with this policy.

Principle 5: Make timely and balanced disclosure

Recommendation 5.1 Yes Exopharm has adopted a Continuous Disclosure and Market Communications A listed entity should have and Policy. disclose a written policy for complying with its continuous Exopharm is a “disclosing entity” pursuant disclosure obligations under to section 111AR of the Corporations Act listing rule 3.1. and, as such, is required to comply with the continuous disclosure requirements of Chapter 3 of the Listing Rules and section 674 of the Corporations Act. Exopharm is committed to observing its disclosure obligations under the Corporations Act and its obligations under the Listing Rules. All announcements provided to ASX will be published on Exopharm’s website. Recommendation 5.2 Yes The Directors receive copies of all Exopharm’s market announcements, A listed entity should ensure that shortly after the announcements are its board receives copies of all released by ASX. material market announcements promptly after they have been made. Recommendation 5.3 Yes Before giving a new analyst or investor presentation, Exopharm lodges the slides A listed entity that gives a new with ASX. and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.

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ASX Principle and Compliance Explanation Recommendation (Yes/No) Principle 6: Respect the rights of security holders Recommendation 6.1 Yes Information about Exopharm, including its corporate governance and copies of its A listed entity should provide various corporate governance policies and information about itself and its charters, is available on Exopharm’s governance to investors via its website. website. Recommendation 6.2 Yes Exopharm has adopted a Shareholder Communications Policy, the purpose of A listed entity should have an which is to facilitate the effective exercise of investor relations program that Shareholders’ rights by communicating facilitates effective two-way effectively with Shareholders, giving communication with investors. Shareholders ready access to balanced and understandable information about Exopharm and its corporate strategies and making it easy for Shareholders to participate in general meetings of Exopharm. Exopharm communicates with Shareholders: • following admission to ASX, through releases to the market via the ASX; • through Exopharm’s website; • through information provided directly to Shareholders at briefing meetings open to all shareholders and the public; and • at general meetings.

Recommendation 6.3

A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.

Yes

Exopharm supports Shareholder participation in general meetings and seeks to provide appropriate mechanisms for such participation, including by ensuring that meetings are held at convenient times and places to encourage Shareholder participation.

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ASX Principle and Recommendation Compliance (Yes/No) Explanation
In preparing for general meetings of Exopharm, Exopharm will draft the notice of meeting and related explanatory information so that they provide all of the information that is relevant to Shareholders in making decisions on matters to be voted on by them at the meeting. This information will be presented clearly and concisely so that it is easy to understand and not ambiguous. Exopharm will use general meetings as a tool to effectively communicate with Shareholders and allow Shareholders a reasonable opportunity to ask questions of the Board of Directors and to otherwise participate in the meeting. Mechanisms for encouraging and facilitating Shareholder participation will be reviewed regularly to encourage the highest level of Shareholder participation.
Recommendation 6.4 A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands. Yes All substantive resolutions at Exopharm’s general meetings are determined by a poll.
Recommendation 6.5 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 Exopharm considers that communicating with Shareholders by electronic means is an efficient way to distribute information in a timely and convenient manner. Exopharm provides new Shareholders with the option to receive communications from Exopharm electronically and Exopharm encourages them to do so. Existing Shareholders are also encouraged to request communications electronically.

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ASX Principle and Recommendation Compliance (Yes/No) Explanation
All Shareholders that have opted to receive communications electronically are provided with notifications by Exopharm when an announcement or other communication (including an annual reports and notice of meeting) is uploaded to the ASX announcements platform. Shareholders can contact the Company at investors@exopharm.com and the Company’s share registry at hello@automic.com.au

Principle 7: Recognise and manage risk

Recommendation 7.1	Recommendation 7.1	Yes	Exopharm does not have a separate risk
The board of a listed entity			management committee.
should:			The Board as a whole sets Exopharm’s risk
(a) have a committee or			appetite and Risk Management Policy.
committees to oversee risk			The management team is responsible for
each of which:			internal compliance and internal controls to
(1)	has at least three		enable risk to be assessed and managed in
	members, a majority of		accordance with Exopharm’s Risk
	whom are independent		Management Policy.
	directors; an		The Board is responsible for supervising
(2)	is chaired by an		management’s framework of control and
	independent director,		accountability systems. Management is
and	disclose		required to report to the Board on the
(3)	the charter of the		efficiency and effectiveness of risk
	committee;		management, by benchmarking the
(4)	the members of the committee; and		Company’s performance against industry standards on an annual basis.
(5)	as at the end of each		The Board considers that, given the current
	reporting period, the		size and scope of Exopharm’s operations
	number of times the		and that only one Director holds an
	committee met		executive position in Exopharm, efficiencies
	throughout the period		or other benefits would not be gained by
	and the individual		establishing a separate risk management
	attendances of the		committee at present.
	members at those

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ASX Principle and Compliance Explanation Recommendation (Yes/No) meetings; or As Exopharm’s operations grow and evolve, if it does not have a risk the Board will reconsider the or committees appropriateness of forming a separate risk that satisfy (a) above, disclose management committee. that fact and the processes it Exopharm has adopted a Risk Management employs for overseeing the Policy. The purpose of the policy is to:

• (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.

• provide a framework for identifying, assessing, monitoring and managing risk; and

• communicate the roles and accountabilities of participants in the risk management system.

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.

Yes

The Board has responsibility for the monitoring of risk management and will review Exopharm’s risk management framework on an annual basis to ensure Exopharm’s risk management framework continues to be effective.

A review of the risk management framework took place during the reporting period.

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

Exopharm does not currently have an internal audit function.

The Managing Director is charged with evaluating and considering improvements to Exopharm’s risk management and internal control processes on an ongoing basis.

The Company is engaging consultants with expertise in the regenerative medicine industry and the development of biologic products to conduct regular operational audits and to report directly to the Board.

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ASX Principle and Compliance Explanation Recommendation (Yes/No) The Board considers that an internal audit function is not currently necessary given the current size and scope of Exopharm’s operations. As Exopharm’s operations grow and evolve, the Board will reconsider the appropriateness of adopting an internal audit function. Recommendation 7.4 Yes Exopharm’s business is regenerative A listed entity should disclose medicine and in particular the development whether it has any material of its biologic product under the exposure to economic, Development Program. These highly environmental and social technical and specialised activities expose sustainability risks and, if it does, Exopharm to some particular economic, how it manages or intends to environmental and/or social sustainability risks, details of which are have been manage those risks. previously disclosed.

Principle 8: Remunerate fairly and responsibly

Recommendation 8.1 Yes Exopharm has not established a separate The board of a listed entity remuneration committee. should: The role of the remuneration committee is (a) have a remuneration undertaken by the full Board, which has an committee which: independent Chairman. (1) has at least three The Board considers that, given its current members, a majority of size and that only one Director holds an whom are independent executive position in Exopharm, efficiencies directors; and or other benefits would not be gained by (2) is chaired by an establishing a separate remuneration independent director, committee. and disclose: Exopharm will set out the remuneration (3) the charter of the paid or provided to Directors and senior committee; executives annually in the remuneration (4) the members of the report contained within Exopharm’s annual committee; and report to Shareholders. The full Board (5) as at the end of each determines all compensation

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ASX Principle and Compliance Explanation Recommendation (Yes/No) reporting period, the arrangements for Directors and the Chief number of times the Executive Officer. It is also responsible for committee met setting performance criteria, performance throughout the period monitors, share option schemes, incentive and the individual performance schemes, superannuation attendances of the entitlements, retirement and termination members at those entitlements and professional indemnity meetings; or and liability insurance cover for Directors (b) if it does not have a and the Chief Executive Officer. remuneration committee, As Exopharm’s operations grow and evolve, disclose that fact and the the Board will reconsider the processes it employs for appropriateness of forming a separate setting the level and remuneration committee. composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

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.

Yes

Exopharm’s policies and practices regarding the remuneration of Executive and Non-Executive Directors and other senior executives are be set out in the remuneration report contained in Exopharm’s annual report for each financial year.

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

Yes

Exopharm has a Performance Rights Plan, which was adopted by Shareholders on 29 October 2020.

Exopharm’s Securities Trading Policy sets out the circumstances in which Exopharm’s directors, executives and employees ( Designated Persons ) are prohibited from dealing in Exopharm’s securities.

Under the Securities Trading Policy, Designated Persons are not permitted to enter into transactions (whether through

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ASX Principle and Recommendation Compliance (Yes/No) Explanation
scheme; and (b) disclose that policy or a summary of it. the use of derivatives or otherwise) which limit the economic risk of participating in any equity-based remuneration scheme.

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

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