FMR RESOURCES LIMITED — Governance Information 2018

Oct 24, 2018

Nvoi Limited ACN 107 371 497

CORPORATE GOVERNANCE STATEMENT

Nvoi Limited (the “Company” or “Nvoi”) and its controlled entities (the “Group”) have adopted the corporate governance framework and practices set out in this Statement.

The Board of the Company is responsible for its corporate governance, that is, the system by which the Group is managed. The corporate governance framework and practices have been in place throughout the financial year and complies with the Corporate Governance Principles and Recommendations, 3rd Edition (“Recommendations” or “Principles”) published by the ASX Corporate Governance Council, unless otherwise stated below.

This Statement has been approved by the Board, and the information in the Statement remains current as at 25 October 2018. Company policies and charters referred to in the Statement are available on the Company’s website at https://www.nvoi.com.au under the ‘Corporate Governance’ section.

PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1 Role of the Board and Management

The Board is responsible for evaluating and setting the strategic direction for the Group, establishing goals for management and monitoring the achievement of those goals.

The Board has established a Charter which clearly establishes the relationship between the Board and Management and details their functions and responsibilities.

The Board has responsibility for the following:

• Appointing and removing the Chief Executive Officer (“CEO”) and Managing Director, Chief Financial Officer (“CFO”), Company Secretary and any other Executives and approving their remuneration;

• Determining the strategic direction of the Group and measuring performance of management against approved strategies;

• Review of the adequacy of resources for management to properly carry out approved strategies and business plans;

• Adopting operating and capital expenditure budgets at the commencement of each financial year, approving acquisitions and divestitures, and monitoring progress by both financial and non-financial key performance indicators;

• Monitoring the Group's medium term capital and cash flow requirements;

• Approving and monitoring financial and other reporting to regulatory bodies, shareholders and other organisations;

• Determining that satisfactory arrangements are in place for auditing the Group's financial affairs;

• Reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and compliance with legislative requirements; and

• Ensuring that policies and compliance systems consistent with the Group's objectives and best practice are in place and that the Company and its officers act legally, ethically and responsibly on all matters.

The Board's role and the Group's corporate governance practices are continually reviewed and improved as required.

The Board Charter is available on the Company website.

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1.2 Information on New Directors

The Company may use external suppliers to undertake appropriate checks on any potential Director appointments. Under the Company’s Constitution, all Directors appointed throughout the year as an additional Director or to fill a casual vacancy, hold office until conclusion of the next Annual General Meeting (“AGM”). Current Directors hold office and are required to be considered by Shareholders for reelection under the ASX Listing Rules.

All Directors, whether appointed throughout the year as an additional Director or to fill a casual vacancy or who are due for election under the ASX Listing Rules, are disclosed in the Notice of AGM, with all material information in its possession relevant to a decision on whether or not to elect or re-elect a Director. The Company’s Constitution provides that at each Annual General Meeting, if the number of Directors is 5 or less (excluding the Managing Director and Directors standing for their first election) then two of the remaining Directors must retire from office, and if the retiring Directors so chose, may offer themselves for re-election. If the number of Directors is more than five, one third of those Directors must retire from office.

1.3 Contracts with Directors

On appointment, Directors are provided with a formal letter of appointment and executive management with written employment agreements incorporating job descriptions (where relevant).

1.4 Professional Advice

The Board has determined that individual Directors have the right in connection with their duties and responsibilities as Directors, to seek independent professional advice at the Group's expense. The engagement of an outside adviser is subject to prior approval of the Chairman and this will not be withheld unreasonably. If appropriate, any advice so received will be made available to all Board members.

1.5 Diversity

Under Recommendation 1.5 the Company should establish and disclose a diversity policy. In accordance with this Recommendation, a copy of the Diversity Policy is available on the Company’s website.

The Company values diversity in the workplace and acknowledges the benefits that it can bring to an organisation. The Company has adopted a Diversity Policy. The purpose of the policy is to outline the objectives which the Company seeks to achieve in regards to gender, age and cultural diversity.

The Company does not presently have set targets for the representation of women employees in senior executive positions and on the Board. However, the Board will seek to promote and increase diversity within the organisation as positions of employment and appropriately skilled candidates become available.

The Company has the following number of women employed at the following levels:

Description	No. of Women	Proportion of Women
Management positions	1	33%
Board members	2	50%

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1.6 Performance Review – Board and Directors

Due to the size of the Company and the Board, an informal self-assessment is normally undertaken in relation to the Board’s collective performance, the performance of the Chairman and of the individual Directors during each financial year. There are currently no formal policies in place for these evaluations.

The Board, its Committees and Non-Executive Directors continually monitors its performance during the year in accordance with the processes described above.

Recommendation 1.6 includes the requirement to disclose whether a performance evaluation for the Board, its Committees and Directors has taken place in the reporting period. A formal self-assessment was not performed during the 2018 financial year but a review is scheduled to take place in the next financial period.

1.7 Performance Review – Senior Executives

Arrangements put in place by the Board to monitor the performance of the Group's executives include:

• A review by the Board of the Group's financial performance;

• Annual performance appraisal meetings, incorporating analysis of key performance indicators with each individual, to ensure that the level of reward is aligned with respective responsibilities and individual contributions made to the success of the Group;

• An analysis of the Group's prospects and projects; and

• A review of feedback obtained from third parties, including advisors.

Recommendation 1.7 includes a requirement to disclose whether a performance evaluation for senior executives has taken place in the reporting period. A performance review was not performed during the 2018 financial year but a performance review is scheduled to take place in the next financial period.

PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE

2.1 Nomination Committee

Recommendation 2.1 of the Principles states that the Board should establish a Nomination Committee that should be structured so that it:

• Consists of a majority of independent Directors;

• Is chaired by an independent Director; and

• Have at least three members.

A Remuneration and Nominations Committee has been established by the Board which has a remit that addresses nomination. The Company has complied with the composition of the committee comprising three members, all Non-Executive Directors, whom are all independent and an independent Chairman.

The Remuneration and Nominations Committee consists of Pamela Cass (Independent Non-Executive Director) as Chairman, Andrew Dutton (Independent Non-Executive Director) and Alec Bashinsky (Independent Non-Executive Director).

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Directors are initially appointed by the full Board, subject to election by shareholders at the next Annual General Meeting. Under the Company's Constitution a Director (other than the Managing Director and only one Managing Director where the position is jointly held) is subject to reappointment by shareholders not later than the third anniversary following his/her last appointment. The nomination of existing Directors for reappointment is not automatic and is contingent on performance and on the current and future needs of the Company.

Details of Committee attendance are set out in the Directors' Report of the Company’s Annual Report.

The Remuneration and Nominations Committee Charter is available on the Company’s website.

2.2 Board Skills Matrix

In line with recommendation 2.2, the Board has a Board skills matrix, to simplify the process for identifying any ‘gaps’ in the Board’s skills, expertise and experience. As part of the review of the skills matrix the Board will monitor the skills, expertise and experience that are relevant to the Company and assess those requirements against the collective attributes of the Directors. The Board skills matrix is reviewed by the Directors on an annual basis.

Details of the Directors’ skills, experience, expertise and attendance at meetings are set out in the Directors’ Report in each year’s Annual Report.

2.3 Independent Directors

The Company currently has the following Board members, all serving as Directors throughout the 2018 financial year:

1. Mr Andrew Dutton – Independent, Non-Executive Chairman

2. Ms Jennifer Maritz – Executive Director and CEO

3. Ms Pamela Cass – Independent, Non-Executive Director

4. Mr Alex Bashinsky - Independent, Non-Executive Director

Details of the Directors’ skills, experience, expertise, special responsibilities, attendance at Board meetings and dates of appointment are set out in the Directors' Report of the Company’s Annual Report.

In assessing the independence of the Directors, the Board has defined an Independent Director as a Director who:

• Is a Non-Executive;

• Is not a substantial shareholder (i.e. Greater than 5%) of the company or an officer of, or otherwise associated directly with, a substantial shareholder of the company;

• Has not within the last three years been employed in an executive capacity by the company or another group member;

• Has not within the last three years been a principal or employee of a material professional adviser or a material consultant to the company or another group member, or an employee materially associated with the service provided;

• Is not a material supplier or customer of the company or another group member, or an officer of or otherwise associated, directly or indirectly, with a material supplier or customer;

• Has no material contractual relationship with the company or another group member other than as a Director of the company; and

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• Is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the Director's ability to act in the best interests of the company.

Materiality for these purposes is determined on both quantitative and qualitative bases. An amount which is greater than five percent of either the net assets of the Company or an individual Director's net worth is considered material for these purposes.

Andrew Dutton, Pamela Cass and Alec Bashinsky are all deemed to be Independent Directors.

The Company's Constitution provides that the number of Directors shall not be less than three and not more than nine unless the Company resolves otherwise. The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the appointment and further expense of additional Independent, Non-Executive Directors. The Board believes that the four individuals on the Board of which three are independent, can, and do, make independent judgments and act in the best interests of shareholders.

In accordance with the Corporations Act 2001 and the Company's Constitution, Directors must keep the Board advised, on an ongoing basis, of any interest that could potentially conflict with those of the Group. Where the Board believes that a significant conflict exists, the Director concerned does not receive the relevant Board papers and is not present at the meeting whilst the item is considered.

2.4 Chairman

The Chairman’s responsibilities include leadership of the Board and the efficient organisation and conduct of the functioning of the Board.

There is a clear division of responsibilities between the Chairman and the CEO. The Board has delegated to the CEO the authority to manage the day-to-day affairs of the Company. The Board ensures that the CEO is appropriately qualified and experienced to discharge his/her responsibilities.

2.5 Director Induction

The Board implements an induction program for new Directors which involves providing information about the company, its constitution and policies and practices. The Board is continually informed by Senior Management of key developments in the Company’s business and the industry in which the Company operates.

PRINCIPLE 3: ACT ETHICALLY AND RESPONSIBLY

3.1 Code of Conduct

The Group has a Code of Business Conduct in place which provides guidelines aimed at maintaining high ethical standards, corporate behaviour and accountability within the Group.

Any member of Group personnel that breaches the Code of Business Conduct may face disciplinary action. If a member of Group personnel suspects that a breach of the Code of Ethics and Conduct has occurred or will occur, he or she must report that breach to management. No member of Group personnel will be

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disadvantaged or prejudiced if he or she reports in good faith a suspected breach. All reports will be acted upon and kept confidential.

The Code of Business Conduct is available on the Company’s website.

PRINCIPLE 4: SAFEGUARD INTEGRITY IN CORPORATE REPORTING

4.1 Audit Committee

During the year, the full Board reviewed the integrity of the Company’s financial reporting and the processes to ensure the independence and competence of the external auditors. The Audit and Risk Management Committee has a formal Committee Charter, which is available on the Company’s website.

The Audit and Risk Management Committee consists of Andrew Dutton (Independent Non-Executive Director) as Chairman, Pamela Cass (Independent Non-Executive Director) and Alec Bashinsky (Independent Non-Executive Director). All members of the Committee are financially literate and have an understanding of the industries in which the Group operates.

Details of Committee attendance are set out in the Directors' Report of the Company’s Annual Report.

The Committee’s main responsibilities include:

• Considering whether the Company’s financial statements reflect the understanding of the Committee members of, and otherwise provide a true and fair view of, the financial position and performance of the Company;

• Ensuring that the quality of financial controls is appropriate for the business of the Company;

• Considering the appointment or removal of the external auditor, the rotation of the external audit partner and approving the remuneration and terms of engagement of the external auditor;

• Monitoring and reviewing the external auditor’s independence, objectivity and performance, taking into consideration relevant professional and regulatory requirements; and

• Reviewing the Company’s risk management and internal control systems.

4.2 CEO/CFO Declarations

The Board has received a written assurance from the CEO and the CFO for each financial reporting period that in their opinion, the declaration provided by them 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.

4.3 External Auditors present at the Annual Meeting

The Company’s policy is to appoint external auditors who clearly demonstrate quality and independence. The performance of the external auditor is considered annually and applications for tender for external audit services are requested as deemed appropriate, taking into consideration assessment of performance, existing value and tender costs. The audit engagement partner is rotated periodically, as required by the Corporations Act.

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A representative from the external auditor attends each Annual General Meeting to answer any questions concerning the audit of the Group and the contents of the auditor’s report.

PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE

5.1 Continuous Disclosure Policy

The Company has a Continuous Disclosure Policy which requires executive management to determine when a market release is required to comply with the ASX Listing Rule continuous disclosure requirements. The Policy also sets out details of accountability for the preparation and approval of ASX releases, and is available on the Company’s website.

PRINCIPLE 6: RESPECT THE RIGHTS OF SHAREHOLDERS

6.1 Website Information

The Company discloses information about itself, ASX Announcements, its Corporate Governance Statement and all its Corporate Governance Policies on the Company’s website.

6.2 Investor Relations

The Group places considerable importance on effective communications with shareholders.

The Group communicates with shareholders and other stakeholders in an open, regular and timely manner, so that the market has sufficient information to make informed investment decisions on the operations and results of the Group.

The following communications are posted on the Company’s website under the section “Market Announcements”:

• ASX Quarterly Cash Flow Reports;

• Half Yearly Report;

• Presentations at the Annual General Meeting/General Meetings;

• Annual Report; and

• Other announcements lodged with ASX.

6.3 Participation at Shareholder Meetings

The Board encourages full participation of shareholders at the Annual General Meeting. Shareholders who are unable to attend general meetings are encouraged to lodge proxy appointments in advance of the meeting.

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6.4 Electronic Communications

Shareholders may elect to receive electronic notifications when the Annual Report is available on the Company’s website, and may electronically lodge proxy instructions for items of business to be considered at general meetings.

PRINCIPLE 7: RECOGNISE AND MANAGE RISK

7.1 Risk Committee

Recommendation 7.1 of the Principles states that the Board should establish a Risk Committee that should be structured so that it:

• Consists of a majority of independent Directors;

• Is chaired by an independent Director; and

• Have at least three members.

The Company has established an Audit and Risk Committee which has a remit that includes risk oversight and management responsibilities. Details of Committee attendance are set out in the Directors' Report of the Company’s Annual Report.

The Company has complied with the recommended Committee composition comprising of three members, all Non-Executive Directors, whom are all independent and an independent Chairman. The Audit and Risk Committee consists of Andrew Dutton (Independent Non-Executive Director) as Chairman, Pamela Cass (Independent Non-Executive Director) and Alec Bashinsky (Independent Non-Executive Director).

The Committee documents the Group’s risk profile in a risk management matrix, which is reviewed by the Board on a regular basis. The risk management matrix identifies strategic and operational areas of risk for the Group and records any remedial action the Group has taken in the management of those risks.

The Audit and Rick Committee Charter is available on the Company’s website.

7.2 Risk Management Review

Under Recommendation 7.2 the Board or a Committee should review the risk management framework at least annually. During the year, ongoing monitoring, mitigating and reporting on material risks by senior executives, the Audit and Risk Committee and the Board has taken place in accordance with the processes disclosed.

The Board has established a framework for the management of the Group including a system of internal controls, a business risk management process and the establishment of appropriate ethical standards. The identification and effective management of risk, including calculated risk-taking, is viewed as an essential part of the Group's approach to creating long-term shareholder value.

Management is responsible for designing, implementing and reporting on the adequacy of the Group's risk management and internal control system.

Key elements of the Group’s internal control systems include:

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• The Code of Business Conduct, which sets out an ethical and legal framework for all employees in the conduct of the Group’s business; and

• Financial and reporting systems to provide timely, relevant and reliable information to management and the Board.

The CEO and the CFO have reported and declared in writing to the Board that the Group’s management of its material business risks is effective, as required by Recommendation 7.2

During the year and up to the date of this statement, management reported either directly, or via the Audit and Risk Management Committee, to the Board on the Group's key risks and the effectiveness of the Company’s management of those risks.

The Audit and Risk Committee Charter is available on the Company’s website.

7.3 Internal Audit Function

Under the Charter of the Audit and Risk Committee, the Committee reviews whether an internal audit function is required. Where there is an internal audit function, the Committee reviews its objectivity and performance. The Charter also states that the Committee will ensure the development of risk management policies, and define and periodically review risk management practices.

The Audit and Risk Committee and the Board, have determined not to have an internal audit function due to the size of the Company.

The Company’s external auditors are under a half year review and full year audit as required under the Corporations Act 2001. The Audit and Risk Committee have regular meetings and contact with the external auditors during the year and for the review and audits.

7.4 Material Exposure to Risk

Recommendation 7.4 is that the Board should disclose whether it has any material exposure to economic, environmental and social sustainability risks and if so, how it manages those risks. The Group believes that the following operational risks are inherent in the industry in which the Group operates, having regard to the Group's circumstances (including financial resources, prospects and size):

• Ability to attract Platform users;

• Ability to obtain additional financing;

• Acquisition of new business opportunities; and

• Changed operating, market or regulatory environments.

These risk areas are provided here to assist investors to understand better the nature of the risks faced by the Group, and are not necessarily an exhaustive list.

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PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY

8.1 Remuneration Committee

Recommendation 8.1 of the Principles states that the Board should establish a remuneration Committee that should be structured so that it:

• Consists of a majority of independent Directors;

• Is chaired by an independent Director; and

• Have at least three members.

The Company has complied with the composition of the committee which comprises of three members, all Non-Executive Directors, whom are all independent, including an independent Chairman.

The Remuneration and Nominations Committee consists of Pamela Cass (Independent Non-Executive Director) as Chairman, Andrew Dutton (Independent Non-Executive Director) and Alec Bashinsky (Independent Non-Executive Director).

Details of Committee meeting attendance are set out in the Directors' Report of the Company’s Annual Report.

The Remuneration and Nominations Committee Charter is available on the Company website.

8.2 Remuneration Disclosure for Non-Executive and Executive Directors

The remuneration of Non-Executive Directors is determined by the Board as a whole having regard to the level of fees paid to Non-Executive Directors by other companies of similar size in the industry. Due to the size of the Company, the structure of both executive and Non-Executive Directors’ remuneration includes a long-term incentive component, linked to the performance of the Group.

The Non-Executive Directors receive no retirement benefits, other than statutory superannuation contributions. Any increase in the maximum total remuneration of the Non-Executive Directors of the Company, which is currently set at $300,000 total, is subject to the approval of shareholders. Further information on Directors’ and executives’ remuneration is set out in the Directors’ report under the heading Remuneration Report in the Directors’ Report in each year’s Annual Report.

Any Directors or Nvoi personnel participating in equity-based remuneration schemes are prohibited from entering into transactions in associated products which limit the economic risk of their unvested entitlements.

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Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:
Nvoi Limited
ABN / ARBN: 29 107 371 497	Financial year ended: 30 June 2018

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: https://www.nvoi.com.au/site/about-us/corporate-governance1

The Corporate Governance Statement is accurate and up to date as at 25 October 2018 and has been approved by the board.

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

Date: 25 October 2018 Name of Director or Secretary authorising Michael Bermeister (Company Secretary) lodgement:

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. You can, if you wish, delete the option which is not applicable.

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.

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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 …4
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 StatementOR � at … 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): � athttps://www.nvoi.com.au/site/about-us/corporate- governance1	� an explanation why that is so 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 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 StatementOR �at	� an explanation why that is so 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.	… the fact that we follow this recommendation: � in our Corporate Governance StatementOR �at	� an explanation why that is so 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.	… the fact that we follow this recommendation: �in our Corporate Governance StatementOR �at	� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable

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

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Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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 StatementOR �at … and a copy of our diversity policy or a summary of it: �athttps://www.nvoi.com.au/site/about-us/corporate- governance1 … and 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 StatementOR �at … and the information referred to in paragraphs (c)(1) or (2): �in our Corporate Governance StatementOR �at	� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable
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 StatementOR �at … and the information referred to in paragraph (b): �in our Corporate Governance StatementOR �at	� an explanation why that is so 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 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 StatementOR �at … and the information referred to in paragraph (b): �in our Corporate Governance StatementOR �at	� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation		We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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 StatementOR �at … and a copy of the charter of the committee: �athttps://www.nvoi.com.au/site/about-us/corporate- governance1 … and the information referred to in paragraphs (4) and (5): �in our Corporate Governance StatementOR �at [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 StatementOR �at	� an explanation why that is so 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 and diversity that the board currently has or is looking to achieve in its membership.	… our board skills matrix: �in our Corporate Governance StatementOR �at	� an explanation why that is so in our Corporate Governance StatementOR � we are an externally managed entity and this recommendation is therefore not applicable

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Nvoi Limited ACN 107 371 497	Nvoi Limited ACN 107 371 497
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
2.3	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 StatementOR �at … and, where applicable, the information referred to in paragraph (b): �in our Corporate Governance StatementOR �at … and the length of service of each director: �in our Corporate Governance StatementOR �at [insert location here]	� 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 StatementOR �at [insert location here]	� an explanation why that is so 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.	… the fact that we follow this recommendation: �in our Corporate Governance StatementOR �at	� an explanation why that is so 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 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 StatementOR �at	� an explanation why that is so in our Corporate Governance StatementOR � 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 StatementOR �athttps://www.nvoi.com.au/site/about-us/corporate-governa	n �an explanation why that is so in our Corporate Governance Statement

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Nvoi Limited ACN 107 371 497

Nvoi Limited ACN 107 371 497	Nvoi Limited ACN 107 371 497
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
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 StatementOR �at … and a copy of the charter of the committee: �athttps://www.nvoi.com.au/site/about-us/corporate- governance1 … and the information referred to in paragraphs (4) and (5): �in our Corporate Governance StatementOR �at 2018 Annual Report [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 StatementOR �at	� an explanation why that is so in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	… the fact that we follow this recommendation: �in our Corporate Governance StatementOR �at	� an explanation why that is so in our Corporate Governance Statement

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Nvoi Limited ACN 107 371 497

Nvoi Limited ACN 107 371 497	Nvoi Limited ACN 107 371 497
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
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 StatementOR �at	� an explanation why that is so in our Corporate Governance StatementOR � 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 StatementOR �athttps://www.nvoi.com.au/site/about-us/corporate- governance1	� 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	� 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 StatementOR �at	� an explanation why that is so in our Corporate Governance Statement
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 StatementOR �at	� an explanation why that is so in our Corporate Governance StatementOR � 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 StatementOR �at	� an explanation why that is so in our Corporate Governance Statement

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Nvoi Limited ACN 107 371 497

Nvoi Limited ACN 107 371 497	Nvoi Limited ACN 107 371 497
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
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 StatementOR �at … and a copy of the charter of the committee: �athttps://www.nvoi.com.au/site/about-us/corporate- governance1 … and the information referred to in paragraphs (4) and (5): �in our Corporate Governance StatementOR �at [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 StatementOR �at	� an explanation why that is so in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: �in our Corporate Governance StatementOR �at … and that such a review has taken place in the reporting period covered by this Appendix 4G: �in our Corporate Governance StatementOR �at	� an explanation why that is so in our Corporate Governance Statement

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Nvoi Limited ACN 107 371 497

Nvoi Limited ACN 107 371 497	Nvoi Limited ACN 107 371 497
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
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 StatementOR �at [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 StatementOR �at	� 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 StatementOR �at	� an explanation why that is so in our Corporate Governance Statement

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Nvoi Limited ACN 107 371 497

Nvoi Limited ACN 107 371 497	Nvoi Limited ACN 107 371 497
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
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 StatementOR �at … and a copy of the charter of the committee: �athttps://www.nvoi.com.au/site/about-us/corporate- governance1 … and the information referred to in paragraphs (4) and (5): �in our Corporate Governance StatementOR �at [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 StatementOR �at	� an explanation why that is so 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.	… 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 StatementOR �at	� an explanation why that is so in our Corporate Governance StatementOR � 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.	… our policy on this issue or a summary of it: �in our Corporate Governance StatementOR �at	� an explanation why that is so in our Corporate Governance StatementOR � we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR � we are an externally managed entity and this recommendation is therefore not applicable

Page 10

Nvoi Limited ACN 107 371 497

Nvoi Limited ACN 107 371 497	Nvoi Limited ACN 107 371 497
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
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 StatementOR �at	� 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 StatementOR �at	� an explanation why that is so in our Corporate Governance Statement

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