ETHERSTACK PLC — Regulatory Filings 2012

Sep 4, 2012

Corporate Governance Statement (CGS)	Corporate Governance Statement (CGS)
Recommendation		Compliance
1.1	The entity has established the functions	Etherstack plc fully complies with
	reserved to the board and those delegated to	this recommendation.
	senior executives and has disclosed those
	functions.
1.2	The entity has disclosed the process for	Etherstack expects to fully
	evaluating the performance of senior	comply with this recommendation
	executives.	in its first annual report where
		theseASXguidelines apply.
1.3	The entity has provided the information	Etherstack expects to fully
	indicated in the Guide to reporting on	comply with this recommendation
	Principle 1.	in its first annual report where
		theseASXguidelines apply.
2.1	A majority of the board are independent	Etherstack does not fully comply
	directors.	with this recommendation.
		The Board of directors comprises
		4 directors of which 2 are
		independent. A third non
		executive director is not
		considered independent as a
		result of prior executive roles in
		the group.
		Notwithstanding the board has
		equal number of independent and
		non-independent directors, with
		regard to the size of the company
		and the nature of its activities the
		Board considers that the current
		Board is a cost effective and
		practical method of directing and
		managingthe company.
2.2	The chair is an independent director.	Etherstack plc fully complies with
		thisrecommendation.
2.3	The roles of chair and chief executive officer	Etherstack plc fully complies with
	are not exercised by the same individual.	this recommendation.
2.4	The board has established a nomination	Etherstack plc fully complies with
	committee.	this recommendation.
2.5	The entity has disclosed the process for	Etherstack plc fully complies with
	evaluating the performance of the board, its	this recommendation.
	committees and individual directors.

2.6	The entity has provided the information indicated in the Guide to reporting on Principle 2.	Etherstack expects to fully comply with this recommendation in its first annual report where theseASXguidelines apply.
3.1	The entity has established a code of conduct and has disclosed the code or a summary of the code as to: • The practices necessary to maintain confidence in the entity’s integrity • The practices necessary to take into account its legal obligations and the reasonable expectations of its stakeholders • The responsibility and accountability of individuals for reporting and investigating reports of unethical practices.	Etherstack plc fully complies with this recommendation.
3.2	The entity has established a policy concerning diversity and has disclosed the policy or a summary of that policy. The policy includes requirements for the board to establish measurable objectives for achieving gender diversity and for the board to assess annually both the objectives and progress in achieving them.	Etherstack plc complies with this recommendation in terms of establishing a policy and disclosing the policy. Etherstack expects to comply with this recommendation in terms of the board establishing measurable objectives for gender diversity and the board annually assessing both the objectives and progress in achieving them by the date of thefirst Annual Report.
3.3	The entity has disclosed in the annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them.	Etherstack expects to fully comply with this recommendation in its first annual report where these ASX guidelines apply.
3.4	The entity has disclosed in the annual report the proportion of women employees in the whole organization, women in senior executive positions and women on the board.	Etherstack expects to fully comply with this recommendation in its first annual report where these ASX guidelines apply.
3.5	The entity has provided the information indicated in the Guide to reporting on Principle 3.	Etherstack expects to fully comply with this recommendation in its first annual report where theseASXguidelines apply.
4.1	The board has established an audit committee.	Etherstack plc fully complies with this recommendation.

4.2	The audit committee (AC) is structured so that it: • consists only of non-executive directors • consists of a majority of independent directors • is chaired by an independent chair, who is not chair of the board • has at least three members.	Etherstack plc fully complies with this recommendation.
4.3	The audit committee has a formal charter.	Etherstack plc fully complies with thisrecommendation.
4.4	The entity has provided the information indicated in the Guide to reporting on Principle 4.	Etherstack expects to fully comply with this recommendation in its first annual report where theseASXguidelines apply.
5.1	The entity has established written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at senior executive level for that compliance and has disclosed those policies or a summary of those policies.	Etherstack plc fully complies with this recommendation.
5.2	The entity has provided the information indicated in the Guide to reporting on Principle 5.	Etherstack expects to fully comply with this recommendation in its first annual report where theseASXguidelines apply.
6.1	The entity has designed a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and has disclosed the policy or a summary of the policy.	Etherstack plc fully complies with this recommendation.
6.2	The entity has provided the information indicated in the Guide to reporting on Principle 6.	Etherstack expects to fully comply with this recommendation in its first annual report where theseASXguidelines apply.
7.1	The entity has established policies for the oversight and management of material business risks and has disclosed a summary of those policies.	Etherstack plc fully complies with this recommendation.
7.2	The entity has required management to design and implement the risk management and internal control system to manage the entity’s material business risks and report to it on whether those risks are being managed effectively. The board has disclosed that	Etherstack expects to fully comply with this recommendation in its first annual report where these ASX guidelines apply.

	management has reported to it as to the effectiveness of the entity’s management of its material business risks.
7.3	The entity has disclosed whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.	Etherstack expects to fully comply with this recommendation in its first annual report where these ASX guidelines apply.
7.4	The entity has provided the information indicated in the Guide to reporting on Principle 7.	Etherstack expects to fully comply with this recommendation in its first annual report where theseASXguidelines apply.
8.1	The entity has established a remuneration committee.	Etherstack plc fully complies with this recommendation.
8.2	The remuneration committee is structured so that it: • consists of a majority of independent directors • is chaired by an independent chair • has at least three members.	Etherstack plc fully complies with this recommendation.
8.3	The entity has clearly distinguished the structure of non-executive directors’ remuneration from that of executive directors and senior executives.	Etherstack plc fully complies with this recommendation.
8.4	The entity had provided the information indicated in the Guide to reporting on Principle 8.	Etherstack expects to fully comply with this recommendation in its first annual report where theseASXguidelines apply.