Immuron Ltd — Governance Information 2020

Sep 24, 2020

==> picture [112 x 20] intentionally omitted <==

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Name of entity	Name of entity
Immuron Limited
ABN/ARBN		Financialyear ended
80 063 114 045		30 June 2020
Our corporate governance statement2for the above period above can be found at:3 these pages of our annual report:____________

X this URL on our website: http://www.immuron.com.au/corporate-directory-and-governance/

The Corporate Governance Statement is accurate and up to date as at 25 September 2020 and has been approved by the board.

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

Date: 25 September 2020

Name of Secretary authorising lodgement: Phillip Hains, Company Secretary

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.

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

==> picture [112 x 19] intentionally omitted <==

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

==> picture [731 x 446] intentionally omitted <==

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

Corporate Governance Council recommendation We have followed the recommendation in full We have NOT followed the recommendation in
for the whole of the period above. We have full for the whole of the period above. We have
disclosed … disclosed …
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should disclose: … the fact that we follow this recommendation:
(a) the respective roles and responsibilities of its board and  in our Corporate Governance Statement
management; and
(b) those matters expressly reserved to the board and those … and information about the respective roles and
delegated to management. responsibilities of our board and management
(including those matters expressly reserved to the
board and those delegated to management):
 in our Corporate Governance Statement AND
 at this location:
http://www.immuron.com
1.2 A listed entity should: … the fact that we follow this recommendation:
(a) undertake appropriate checks before appointing a person,  in our Corporate Governance Statement
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.
1.3 A listed entity should have a written agreement with each … the fact that we follow this recommendation:
director and senior executive setting out the terms of their  in our Corporate Governance Statement
appointment.
1.4 The company secretary of a listed entity should be accountable … the fact that we follow this recommendation:
directly to the board, through the chair, on all matters to do  in our Corporate Governance Statement
with the proper functioning of the board.
1.5 A listed entity should:  an explanation why that is so in our Corporate
----- End of picture text -----

2

==> picture [112 x 19] intentionally omitted <==

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
(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. Governance Statement
1.6 A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process. … the evaluation process referred to in paragraph (a): in our Corporate Governance Statement … and the information referred to in paragraph (b): in our Corporate Governance Statement
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): in our Corporate Governance Statement … and the information referred to in paragraph (b): in our Corporate Governance Statement

3

==> picture [112 x 19] intentionally omitted <==

==> picture [731 x 371] intentionally omitted <==

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

Corporate Governance Council recommendation We have followed the recommendation in full We have NOT followed the recommendation in
for the whole of the period above. We have full for the whole of the period above. We have
disclosed … disclosed …
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1 The board of a listed entity should: [If the entity complies with paragraph (a) (2):]  an explanation why the entity does not comply with
(a) have a nomination committee which: … the fact that we have a nomination committee 2.1(a)(1) is in our Corporate Governance Statement
that complies with paragraph (a) (2):
(1) has at least three members, a majority of whom are
independent directors; and  in our Corporate Governance Statement
(2) is chaired by an independent director,
and disclose:
… and a copy of the charter of the committee:
(3) the charter of the committee;
(4) the members of the committee; and  at this location:
(5) as at the end of each reporting period, the number of
times the committee met throughout the period and the http://www.immuron.com
individual attendances of the members at those
meetings; OR … and the information referred to in paragraphs (4)
and (5):
(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  in our Corporate Governance Statement AND
appropriate balance of skills, knowledge, experience,  at this location:
independence and diversity to enable it to discharge its
duties and responsibilities effectively.
http://www.immuron.com
2.2 A listed entity should have and disclose a board skills matrix … our board skills matrix:
setting out the mix of skills and diversity that the board  at this location:
currently has or is looking to achieve in its membership.
http://www.immuron.com
----- End of picture text -----

4

==> picture [112 x 19] intentionally omitted <==

==> picture [731 x 478] intentionally omitted <==

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

Corporate Governance Council recommendation We have followed the recommendation in full We have NOT followed the recommendation in
for the whole of the period above. We have full for the whole of the period above. We have
disclosed … disclosed …
2.3 A listed entity should disclose: … the names of the directors considered by the
(a) the names of the directors considered by the board to be board to be independent directors:
independent directors;  in our Corporate Governance Statement
(b) if a director has an interest, position, association or
relationship of the type described in Box 2.3 but the board is
… the length of service of each director:
of the opinion that it does not compromise the
independence of the director, the nature of the interest,  at this location:
position, association or relationship in question and an
explanation of why the board is of that opinion; and http://www.immuron.com
(c) the length of service of each director.
2.4 A majority of the board of a listed entity should be independent  in our Corporate Governance Statement
directors.
2.5 The chair of the board of a listed entity should be an … the fact that we follow this recommendation:
independent director and, in particular, should not be the same
person as the CEO of the entity.
 in our Corporate Governance Statement
2.6 A listed entity should have a program for inducting new … the fact that we follow this recommendation:
directors and provide appropriate professional development  in our Corporate Governance Statement
opportunities for directors to develop and maintain the skills
and knowledge needed to perform their role as directors
effectively.
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1 A listed entity should: … our code of conduct or a summary of it:
(a) have a code of conduct for its directors, senior executives
and employees; and  at this location:
(b) disclose that code or a summary of it.
http://www.immuron.com
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATEREPORTING
4.1 The board of a listed entity should: [If the entity complies with paragraph (a) (2):]  an explanation why the entity does not comply with
… the fact that we have an audit committee that 4.1(a)(1) is in our Corporate Governance Statement
----- End of picture text -----

5

==> picture [112 x 19] intentionally omitted <==

==> picture [731 x 463] intentionally omitted <==

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

Corporate Governance Council recommendation We have followed the recommendation in full We have NOT followed the recommendation in
for the whole of the period above. We have full for the whole of the period above. We have
disclosed … disclosed …
(a) have an audit committee which: complies with paragraph (a) (2):
(1) has at least three members, all of whom are non-  in our Corporate Governance Statement
executive directors and a majority of whom are
independent directors; and
(2) is chaired by an independent director, who is not the … and a copy of the charter of the committee:
chair of the board,
 at this location:
and disclose:
(3) the charter of the committee; http://www.immuron.com
(4) the relevant qualifications and experience of the
members of the committee; and … and the information referred to in paragraphs (4)
and (5):
(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  in our Corporate Governance Statement AND
meetings; OR
(b) if it does not have an audit committee, disclose that fact  at this location:
and the processes it employs that independently verify and
safeguard the integrity of its corporate reporting, including http://www.immuron.com
the processes for the appointment and removal of the
external auditor and the rotation of the audit engagement
partner.
4.2 The board of a listed entity should, before it approves the … the fact that we follow this recommendation:
entity’s financial statements for a financial period, receive from  in our Corporate Governance Statement
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.
4.3 A listed entity that has an AGM should ensure that its external … the fact that we follow this recommendation:
auditor attends its AGM and is available to answer questions  in our Corporate Governance Statement
from security holders relevant to the audit.
----- End of picture text -----

6

==> picture [112 x 19] intentionally omitted <==

==> picture [731 x 442] intentionally omitted <==

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

Corporate Governance Council recommendation We have followed the recommendation in full We have NOT followed the recommendation in
for the whole of the period above. We have full for the whole of the period above. We have
disclosed … disclosed …
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should: … our continuous disclosure compliance policy or a
(a) have a written policy for complying with its continuous summary of it:
disclosure obligations under the Listing Rules; and … the fact that we follow this recommendation:
(b) disclose that policy or a summary of it.  in our Corporate Governance Statement AND
 at this location:
http://www.immuron.com
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its … information about us and our governance on our
governance to investors via its website. website:
 at this location:
http://www.immuron.com
6.2 A listed entity should design and implement an investor … the fact that we follow this recommendation:
relations program to facilitate effective two-way  in our Corporate Governance Statement
communication with investors.
6.3 A listed entity should disclose the policies and processes it has … our policies and processes for facilitating and
in place to facilitate and encourage participation at meetings of encouraging participation at meetings of security
security holders. holders:
 in our Corporate Governance Statement AND
 at this location:
http://www.immuron.com
6.4 A listed entity should give security holders the option to receive … the fact that we follow this recommendation:
communications from, and send communications to, the entity
and its security registry electronically.
 in our Corporate Governance Statement
----- End of picture text -----

7

==> picture [112 x 19] intentionally omitted <==

	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
	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) (2):] … the fact that we have a committee or committees to oversee risk that comply with paragraph (a) (2): in our Corporate Governance Statement … and a copy of the charter of the committee: at this location: http://www.immuron.com … and the information referred to in paragraphs (4) and (5): in our Corporate Governance StatementAND at this location:  The Directors Report an explanation why the entity does not comply with 7.1(a)(1) is 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 we follow this recommendation: in our Corporate Governance Statement
	7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs;OR (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	[If the entity complies with paragraph (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 ourrisk management and internal control processes: in our Corporate Governance StatementAND at this location: http://www.immuron.com

8

==> picture [112 x 19] intentionally omitted <==

	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
	7.4 A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks. … whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: in our Corporate Governance Statement
	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) (2):] … the fact that we have a remuneration committee that complies with paragraph (a) (2): in our Corporate Governance Statement … and a copy of the charter of the committee: at this location: http://www.immuron.com … and the information referred to in paragraphs (4) and (5): in our Corporate Governance StatementAND at this location:  The Directors Report	an explanation why the entity does not comply with 8.1(a)(1) in full is in our Corporate Governance Statement

9

==> picture [112 x 19] intentionally omitted <==

Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …	Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the period above. We have disclosed … We haveNOT followed the recommendation in full for the whole of the period above. We have disclosed …
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 StatementAND at this location: http://www.immuron.com
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 Statement

10