IMEXHS LIMITED — Governance Information 2021

Mar 28, 2021

IMEXHS LTD ACN 096 687 839

CORPORATE GOVERNANCE STATEMENT MARCH 2021

IMEXHS LIMTED | ACN 096 687 839

CORPORATE GOVERNANCE STATEMENT

IMEXHS LTD CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 29 March 2021 and has been approved by the Board of the Company.

This Corporate Governance Statement (‘Statement’) discloses the extent to which IMEXHS Limited (‘Company’) followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations 4th Edition (Recommendations). The Recommendations are not mandatory, however the Recommendations that have not been followed have been identified and reasons for not following them, along with any alternative governance practices that have been adopted in lieu of the Recommendation have been disclosed in the Statement.

The Company has adopted a Corporate Governance Plan which provides written terms of reference for the Company’s corporate governance practices. In 2020, the Board of the Company has formed an Audit and Risk Committee, and a Remuneration and Nomination Committee.

The Company’s Corporate Governance Statement and Plan is available on the Company’s website at www.imexhs.com

Principle 1: Lay solid foundations for management and oversight

A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their performance.

Roles of the Board & Management

The role of the Board is to provide overall strategic guidance and effective oversight of management. The Board derives its authority to act from the Company’s Constitution.

The Board is responsible for and has the authority to determine all matters relating to the strategic direction, policies, practices, establishing goals for management and the operation of the Company. The Board delegates responsibility for the day-to-day operations and administration of the Company to the Managing Director.

The role of management is to support the Managing Director and implement the running of the general operations and financial business of the Company, in accordance with the delegated authority of the Board.

In addition to matters it is expressly required by law to approve, the Board has reserved the following matters to itself:

• Driving the strategic direction of the Company, ensuring appropriate resources are available to meet objectives and monitoring management’s performance;

• Appointment, and where necessary, the replacement, of the Managing Director and other senior executives and the determination of their terms and conditions including remuneration and termination;

• Approving the Company’s remuneration framework;

• Monitoring the timeliness and effectiveness of reporting to Shareholders;

• Reviewing and ratifying systems of audit, risk management and internal compliance and control, codes of conduct and legal compliance to minimise the possibility of the Company operating beyond acceptable risk parameters;

• Approving and monitoring the progress of major capital expenditure, capital management and significant acquisitions and divestitures;

• Approving and monitoring the budget and the adequacy and integrity of financial and other reporting such that the financial performance of the Company has sufficient clarity to be actively monitored;

• Approving the annual, half yearly and quarterly accounts;

IMEXHS LIMTED | ACN 096 687 839

CORPORATE GOVERNANCE STATEMENT

• Approving significant changes to the organisational structure;

• Approving decisions affecting the Company’s capital, including determining the Company’s dividend policy and declaring dividends;

• Recommending to shareholders the appointment of the external auditor as and when their appointment or re-appointment is required to be approved by them (in accordance with the ASX Listing Rules if applicable);

• Ensuring a high standard of corporate governance practice and regulatory compliance and promoting ethical and responsible decision making; and

• Procuring appropriate professional development opportunities for Directors to develop and maintain the skills and knowledge needed to perform their role as Directors effectively.

Subject to the specific authorities reserved to the Board under the Board Charter, the Board delegates to the Managing Director responsibility for the management and operation of IMEXHS. The Managing Director is responsible for the day-to-day operations, financial performance and administration of IMEXHS within the powers authorised to him from time-to-time by the Board. The Managing Director may make further delegation within the delegations specified by the Board and will be accountable to the Board for the exercise of those delegated powers.

Further details of Board responsibilities, objectives and structure are set out in the Board Charter which is contained within the Corporate Governance Plan available on the IMEXHS website.

Board Committees

In 2020, the Board of the Company has formed an Audit and Risk Committee, and a Remuneration and Nomination Committee

Board Appointments

The Company undertakes comprehensive reference checks prior to appointing a director or putting that person forward as a candidate to ensure that person is competent, experienced, and would not be impaired in any way from undertaking the duties of director. The Company provides relevant information to shareholders for their consideration about the attributes of candidates together with whether the Board supports the appointment or re-election.

The terms of the appointment of a non-executive director, executive directors and senior executives are agreed upon and set out in writing at the time of appointment.

The Company Secretary

The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board, including agendas, Board papers and minutes, advising the Board and its Committees (as applicable) on governance matters, monitoring that the Board and Committee policies and procedures are followed, communication with regulatory bodies and the ASX and statutory and other filings.

Diversity

The Board has adopted a Diversity Policy which provides a framework for the Company to establish and achieve measurable diversity objectives, including in respect to gender, age, ethnicity and cultural diversity. The Diversity Policy allows the Board to set measurable gender diversity objectives (if considered appropriate) and to assess annually both the objectives (if any have been set) and the Company’s progress towards achieving them.

The Board considers that, due to the size, nature and stage of development of the Company, setting measurable objectives for the Diversity Policy at this time is not appropriate. The Board will consider setting measurable objectives as the Company increases in size and complexity.

IMEXHS LIMTED | ACN 096 687 839

CORPORATE GOVERNANCE STATEMENT

The participation of women in the Company at the date of this report is as follows:

• Women employees in the Company 50.7%

• Women in senior management positions 33%

• Women on the Board 0%

The Company’s Diversity Policy is available on its website.

Board & Management Performance Review

On an annual basis, the Board conducts a review of its structure, composition and performance.

The annual review includes consideration of the following measures:

• comparison of the performance of the Board against the requirements of the Board charter;

• examination of the Board’s interaction with management;

• the nature of information provided to the Board by management; and

• management’s performance in assisting the Board to meet its objectives.

The method and scope of the performance evaluation will be set by the Board and may include a Board selfassessment checklist to be completed by each Director. The Board may also use an independent adviser to assist in the review.

The Chairman has primary responsibility for conducting performance appraisals of Non-Executive Directors, in conjunction with them, having particular regard to:

• contribution to Board discussion and function;

• degree of independence including relevance of any conflicts of interest;

• availability for and attendance at Board meetings and other relevant events;

• contribution to Company strategy;

• membership of and contribution to any Board committees; and

• suitability to Board structure and composition.

The Board conducts an annual performance assessment of the Managing Director against agreed key performance indicators.

The Managing Director conducts an annual performance assessment of senior executives against agreed key performance indicators.

Independent Advice

Directors have a right of access to all Company information and executives. Directors are entitled, in fulfilling their duties and responsibilities, to seek independent external professional advice as considered necessary at the expense of the Company, subject to prior consultation with the Chairman. A copy of any such advice received is made available to all members of the Board.

IMEXHS LIMTED | ACN 096 687 839

CORPORATE GOVERNANCE STATEMENT

Principle 2: Structure the board to be effective to add value

The board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the industry in which it operates, to enable it to discharge its duties effectively and to add value.

Board Composition

During the financial year and as at the date of this report the Board was comprised of the following members:

• Mr Douglas Flynn (appointed 12 March 2020)

• Dr German Arango

• Mr Howard Digby (resigned 30 April 2020)

• Dr Douglas Lingard

• Mr Carlos Palacio

• Mr Damian Banks (appointed 22 May 2020)

The Board comprises of only four Non-Executive Directors and one Executive Director.

Messrs Flynn and Banks are considered as independent as they are Non-Executive Directors of the Company. Dr Lingard is now considered to be independent due to a related party of his providing a financing facility to the Company from 12 July 2019 being fully repaid in August 2020. Dr Arango is not considered to be independent by virtue of being Managing Director and a substantial shareholder of the Company. Mr Palacio is not considered to be independent as he provides contractual services to the Company through CrossPoint Telecommunications.

The Company reviews the composition of the Board periodically.

IMEXHS has adopted a definition of 'independence' for Directors that is consistent with the Recommendations.

Board Selection Process

The Board considers that a diverse range of skills, backgrounds, knowledge and experience is required in order to effectively govern IMEXHS. The Board believes that orderly succession and renewal contributes to strong corporate governance and is achieved by careful planning and continual review.

The Board is responsible for the nomination and selection of directors. The Board reviews the size and composition of the Board regularly and at least once a year as part of the Board evaluation process.

The Board has established a Board Skills Matrix. The Board Skills Matrix includes the following areas of knowledge and expertise:

• strategic expertise;

• accounting and finance;

• legal;

• managing risk;

• managing people and achieving change;

• experience with financial markets; and

• investor relations.

Induction of New Directors and Ongoing Development

IMEXHS LIMTED | ACN 096 687 839

CORPORATE GOVERNANCE STATEMENT

New Directors are issued with a formal Letter of Appointment that sets out the key terms and conditions of their appointment, including Director's duties, rights and responsibilities, the time commitment envisaged, and the Board's expectations regarding involvement with any Committee work.

An induction program is in place and new Directors are encouraged to engage in professional development activities to develop and maintain the skills and knowledge needed to perform their role as Directors effectively.

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

A listed entity should instil and continually reinforce a culture across the organisation of acting lawfully, ethically and responsibly.

The Company has implemented a Corporate Code of Conduct, which provides a framework for decisions and actions in relation to ethical conduct in employment. It underpins the Company’s commitment to integrity and fair dealing in its business affairs and to a duty of care to all employees, clients and stakeholders.

All employees and Directors are expected to:

• respect the law and act in accordance with it;

• maintain high levels of professional conduct;

• respect confidentiality and not misuse Company information, assets or facilities;

• avoid real or perceived conflicts of interest;

• act in the best interests of shareholders;

• by their actions contribute to the Company’s reputation as a good corporate citizen which seeks the respect of the community and environment in which it operates;

• perform their duties in ways that minimise environmental impacts and maximise workplace safety;

• exercise fairness, courtesy, respect, consideration and sensitivity in all dealings within their workplace and with customers, suppliers and the public generally; and

• act with honesty, integrity, decency and responsibility at all times.

An employee that breaches the Code of Conduct may face disciplinary action including, in the cases of serious breaches, dismissal. If an employee suspects that a breach of the Code of Conduct has occurred or will occur, he or she must report that breach to the Company Secretary, or in their absence, the Chairman. No employee will be disadvantaged or prejudiced if he or she reports in good faith a suspected breach. All reports will be acted upon and kept confidential.

Principle 4: Safeguard the integrity of corporate reports

A listed entity should have appropriate processes to verify the integrity of its corporate reports.

The Board has established an Audit and Risk Committee which functions as detailed in the Audit and Risk Committee Charter.

The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises. Candidates for the position of external auditor must demonstrate complete independence from the Company throughout the engagement period. The Board may otherwise select an external auditor based on criteria relevant to the Company’s business and circumstances. The performance of the external auditor is reviewed on an annual basis by the Board.

The Board receives regular reports from management and from external auditors. It also meets with the external auditors as and when required.

IMEXHS LIMTED | ACN 096 687 839

CORPORATE GOVERNANCE STATEMENT

The external auditors attend IMEXHS's AGM and are available to answer questions from security holders relevant to the audit.

Prior approval of the Board must be gained for non-audit work to be performed by the external auditor. There are qualitative limits on this non-audit work to ensure that the independence of the auditor is maintained.

There is also a requirement that the lead engagement partner responsible for the audit not perform in that role for more than five years.

CEO and CFO Certifications

The Board, before it approves the entity’s financial statements for a financial period, receives from its CEO and CFO (or, if none, the persons fulfilling those functions) a declaration provided in accordance with Section 295A of the Corporations Act 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.

Principle 5: Make timely and balanced disclosure

A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price or value of its securities.

The Company has a Continuous Disclosure Policy which outlines the disclosure obligations of the Company as required under the ASX Listing Rules and Corporations Act. The policy is designed to ensure that procedures are in place so that the market is properly informed of matters which may have a material impact on the price at which Company securities are traded.

The Board considers whether there are any matters requiring disclosure in respect of each and every item of business that it considers in its meetings. Individual Directors are required to make such a consideration when they become aware of any information in the course of their duties as a Director of the Company.

The Company is committed to ensuring all investors have equal and timely access to material information concerning the Company.

The Board has designated the Company Secretary as the person responsible for communicating with the ASX. All key announcements at the discretion of the Managing Director are to be circulated to and reviewed by all members of the Board.

The Chairman, the Board, Managing Director and the Company Secretary are responsible for ensuring that:

• a) company announcements are made in a timely manner, that announcements are factual and do not omit any material information required to be disclosed under the ASX Listing Rules and Corporations Act; and

• b) company announcements are expressed in a clear and objective manner that allows investors to assess the impact of the information when making investment decisions.

Principle 6: Respect the rights of security holders

A listed entity should provide its security holders with appropriate information and facilities to allow them to exercise their rights as security holders effectively.

IMEXHS LIMTED | ACN 096 687 839

CORPORATE GOVERNANCE STATEMENT

The Company recognises the value of providing current and relevant information to its shareholders. The Board of the Company aims to ensure that the shareholders are informed of all major developments affecting the Company’s state of affairs.

The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the Company is committed to:

• communicating effectively with shareholders through releases to the market via ASX, the Company website, information posted or emailed to shareholders and the general meetings of the Company;

• giving shareholders ready access to clear and understandable information about the Company; and

• making it easy for shareholders to participate in general meetings of the Company.

The Company also makes available a telephone number and email address for shareholders to make enquiries of the Company. These contact details are available on the “Corporate Directory” page of the Company’s website.

Shareholders may elect to, and are encouraged to, receive communications from IMEXHS and IMEXHS's securities registry electronically. The contact details for the registry are available on the “Corporate Directory” page of the “Investor Relations” section of the Company’s website.

The Company maintains information in relation to its Constitution, governance documents, Directors and senior executives, Board and committee charters, annual reports and ASX announcements on the Company’s website.

Principle 7: Recognise and manage risk

A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework.

The Board is committed to the identification, assessment and management of risk throughout IMEXHS's business activities.

The Board is responsible for the oversight of the Company’s risk management and internal compliance and control framework. The Company does not have an internal audit function. Responsibility for control and risk management is delegated to the appropriate level of management within the Company with the Managing Director having ultimate responsibility to the Board for the risk management and internal compliance and control framework. IMEXHS has established policies for the oversight and management of material business risks.

IMEXHS's Risk Management Policy recognises that risk management is an essential element of good corporate governance and fundamental in achieving its strategic and operational objectives. Risk management improves decision making, defines opportunities and mitigates material events that may impact security holder value.

IMEXHS believes that explicit and effective risk management is a source of insight and competitive advantage. To this end, IMEXHS is committed to the ongoing development of a strategic and consistent enterprise wide risk management program, underpinned by a risk conscious culture.

IMEXHS accepts that risk is a part of doing business. Therefore, the Company’s Risk Management Policy is not designed to promote risk avoidance. Rather, IMEXHS's approach is to create a risk conscious culture that encourages the systematic identification, management and control of risks whilst ensuring we do not enter into unnecessary risks or enter into risks unknowingly.

IMEXHS assesses its risks on a residual basis; that is, it evaluates the level of risk remaining and considering all the mitigation practices and controls. Depending on the materiality of the risks, IMEXHS applies varying levels of management plans.

IMEXHS LIMTED | ACN 096 687 839

CORPORATE GOVERNANCE STATEMENT

The Board has required management to design and implement a risk management and internal compliance and control system to manage IMEXHS’s material business risks. It receives regular reports on specific business areas where there may exist significant business risk or exposure. The Company faces risks inherent to its business, including economic risks, which may materially impact the Company’s ability to create or preserve value for security holders over the short, medium or long term. The Company has in place policies and procedures, including a risk management framework (as described in the Company’s Risk Management Policy), which is developed and updated to help manage these risks. The Board does not consider that the Company currently has any material exposure to environmental or social sustainability risks.

The Company’s process of risk management and internal compliance and control includes:

• identifying and measuring risks that might impact upon the achievement of the Company’s goals and objectives, and monitoring the environment for emerging factors and trends that affect those risks;

• formulating risk management strategies to manage identified risks, and designing and implementing appropriate risk management policies and internal controls; and

• monitoring the performance of, and improving the effectiveness of, risk management systems and internal compliance and controls, including regular assessment of the effectiveness of risk management and internal compliance and control.

The Board review’s the Company’s risk management framework at least annually to ensure that it continues to effectively manage risk.

Management reports to the Board as to the effectiveness of IMEXHS’s management of its material business risks at each Board meeting.

Principle 8: Remunerate fairly and responsibly

A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of value for security holders and with the entity’s values and risk appetite.

The Company has established a Remuneration and Nomination Committee with the functions detailed in the Remuneration Committee Charter. This Committee regularly reviews the structure of remuneration within the company.

IMEXHS is now well established in implementing a Remuneration Policy which will be designed to recognise the competitive environment within which IMEXHS operates and also emphasise the requirement to attract and retain high calibre talent in order to achieve sustained performance improvement. The overriding objective of the Remuneration Policy will be to ensure that an individual’s remuneration package accurately reflects their experience, level of responsibility, individual performance and the performance of IMEXHS.

The key principles are to:

• review and approve the executive remuneration policy to enable the Company to attract and retain executives and Directors who will create value for shareholders;

• ensure that the executive remuneration policy demonstrates a clear relationship between key executive performance and remuneration;

• fairly and responsibly reward executives having regard to the performance of the Group, the performance of the executive and the prevailing remuneration expectations in the market;

• remunerate fairly and competitively in order to attract and retain top talent;

• recognise capabilities and promote opportunities for career and professional development; and

• review and approve equity based plans and other incentive schemes to foster a partnership between employees and other security holders.

IMEXHS LIMTED | ACN 096 687 839

CORPORATE GOVERNANCE STATEMENT

The Board determines the Company’s remuneration policies and practices and assesses the necessary and desirable competencies of Board members. The Board is responsible for evaluating Board performance, reviewing Board and management succession plans and determines remuneration packages for the Managing Director, Non-Executive Directors and senior management based on an annual review process.

IMEXHS’s executive remuneration policies and structures and details of remuneration paid to directors and key management personnel (where applicable) are set out in the Remuneration Report.

Non-Executive Directors receive fees (including statutory superannuation where applicable) for their services, the reimbursement of reasonable expenses and, in certain circumstances options.

The maximum aggregate remuneration approved by shareholders for Non-Executive Directors is $400,000 per annum. The Directors set the individual Non-Executive Directors fees within the limit approved by shareholders.

Executive Directors and other senior executives (where appointed) are remunerated using combinations of fixed and performance based remuneration. Fees and salaries are set at levels reflecting market rates and performance based remuneration is linked directly to specific performance targets that are aligned to both short and long term objectives.

The Company prohibits Directors and employees from entering into any transaction that would have the effect of hedging or otherwise transferring the risk of any fluctuation in the value of any unvested entitlement in the Company’s securities to any other person.

During 2020 the company received approval from shareholders for a Long Term Incentive Plan to fulfil a noted gap in the structure of the remuneration framework of the company after a comparative review of market practices.

Further details in relation to the Company’s remuneration policies are contained in the Remuneration Report, within the Directors’ Report.

IMEXHS LIMTED | ACN 096 687 839

CORPORATE GOVERNANCE STATEMENT