IMPEDIMED LIMITED — Governance Information 2021

Aug 24, 2021

==> picture [230 x 54] intentionally omitted <==

25 August 2021

ASX ANNOUNCEMENT

Corporate Governance Statement

ImpediMed Limited (ASX.IPD) is pleased to release its Appendix 4G and Corporate Governance Statement.

Approved for release by the Board of ImpediMed Limited.

Contact Details

Investor relations Contact:

Mike Bassett, ImpediMed T: +61 407 431 432 E: mbassett@impedimed.com

About ImpediMed

Founded and headquartered in Brisbane, Australia with US and European operations, ImpediMed is a medical technology company that uses bioimpedance spectroscopy (BIS) technology to generate powerful data to maximise patient health.

ImpediMed produces a family of FDA cleared and CE Marked medical devices, including SOZO[®] for multiple indications including heart failure, lymphoedema, and protein calorie malnutrition sold in select markets globally.

For more information, visit www.impedimed.com.

About SOZO Digital Health Platform

SOZO, the world’s most advanced, noninvasive bioimpedance spectroscopy (BIS) device, delivers a precise snapshot of fluid status and tissue composition in less than 30 seconds. Using ImpediMed’s BIS technology, SOZO measures 256 unique data points over a wide spectrum of frequencies from 3 kHz to 1000 kHz. Results are available immediately online for easy data access and sharing across an entire Healthcare system. The FDA-cleared, CE-marked and ARTG-listed digital health platform aids in the early detection of secondary lymphedema, provides fluid status for patients living with heart failure, and can be used to monitor and maintain overall health – all on a single device.

For more information, visit: https://www.impedimed.com/products/sozo/.

Forward-Looking Statements

This announcement contains or may contain forward-looking statements that are based on management’s beliefs, assumptions and expectations and on information currently available to management.

All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements, including without limitation our expectations with respect to our ability to expand sales and market acceptance in the US and Australia including our estimates of potential revenues, costs, profitability and financial performance; our ability to develop and commercialise new products including our ability to obtain reimbursement for our products; our expectations with respect to our clinical trials, including enrolment in or completion of our clinical trials and our associated regulatory submissions and approvals; our expectations with respect to the integrity or capabilities of our intellectual property position.

Management believes that these forward-looking statements are reasonable as and when made. You should not place undue reliance on forward-looking statements because they speak only as of the date when made. ImpediMed does not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. ImpediMed may not actually achieve the plans, projections or expectations disclosed in forward-looking statements. Actual results, developments or events could differ materially from those disclosed in the forward-looking statements.

Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

ImpediMed Limited

ABN/ARBN 65 089 705 144	Financial year ended:
65 089 705 144	30 June 2021

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

These pages of our ☐ annual report: This URL on our https://www.impedimed.com/about/investors/corporate☒ website: governance/

The Corporate Governance Statement is accurate and up to date as at 24 August 2021 and has been approved by the board.

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

Date: 25 August 2021 Name of authorised officer Leanne Ralph authorising lodgement:

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

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

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

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

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

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

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

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

Page 1

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

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.		☒ We have disclosed a copy of our board charter at: https://www.impedimed.com/about/investors/corp orate-governance/	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.		☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.		☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.		☒	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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

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

Page 2

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation		Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.5	A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.		☐ We have adopted a diversity policy and have disclosed a copy of our diversity policy at: https://www.impedimed.com/about/investors/corpo rate-governance/ and we have disclosed the information referred to in paragraph 1.5(c)(3) in our Corporate Governance Statement.	☒ set out in our Corporate Governance Statement In relation to 1.5(c)(1) and (2) we have not established measurable objectives for achieving gender diversity.
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.		☒ We have disclosed the evaluation process referred to in paragraph (a) in our Corporate Governance Statement. and whether a performance evaluation was undertaken for the reporting period in accordance with that process in our Corporate Governance Statement.	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

Page 3

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

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

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

Page 4

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.		☒ We have a Nomination Committee and we have disclosed a copy of the charter of the committee at: https://www.impedimed.com/about/investors/corpo rate-governance/ and the information referred to in paragraphs (4) and (5) at: 2.1(a)(4) in our Corporate Governance Statement 2.1(a)(5) in our Director’s Report section of our Annual Report, which can be found at: https://www.impedimed.com/about/investors/corpo rate-governance/	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.		☒ We have disclosed our board skills matrix in our Corporate Governance Statement.	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.		☒ We have disclosed the names of the directors considered by the board to be independent directors in our Corporate Governance Statement. and the length of service of each director in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement

Page 5

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

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:		Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
2.4	A majority of the board of a listed entity should be independent directors.	☒			☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	☒			☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	☒			☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.		☒ We have disclosed our values in our Corporate Governance Statement.		☐ set out in our Corporate Governance Statement
3.2	A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.		☒ We have disclosed our code of conduct at: https://www.impedimed.com/about/investors/corpo rate-governance/		☐ set out in our Corporate Governance Statement
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.		☒ We have disclosed our whistleblower policy at: https://www.impedimed.com/about/investors/corpo rate-governance/		☐ set out in our Corporate Governance Statement
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy.		☐ and we have disclosed our anti-bribery and corruption policy at: …………………………………………………………………………….. [insert location]		☒ set out in our Corporate Governance Statement Whilst we don’t have a separate policy we address anti-bribery and anti-corruption in our Code of Conduct which can be found at: https://www.impedimed.com/about/investors/corpo rate-governance/

Page 6

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.		☒ We have a combined Audit and Risk Management Committee and we have disclosed a copy of the charter of the committee at: https://www.impedimed.com/about/investors/corpo rate-governance/ and the information referred to in paragraphs (4) and (5) in our Annual Report which can be found at: https://www.impedimed.com/about/investors/corpo rate-governance/	☐ set out in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.		☒	☐ set out in our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.		☒	☐ set out in our Corporate Governance Statement

Page 7

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation		Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.		☒ We have disclosed our continuous disclosure compliance policy at: https://www.impedimed.com/about/investors/corpo rate-governance/	☐ set out in our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.		☒	☐ set out in our Corporate Governance Statement
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.		☒	☐ set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.		☒ We have disclosed information about us and our governance on our website at: https://www.impedimed.com/about/investors/corpo rate-governance/ And at: https://www.impedimed.com/about/	☐ set out in our Corporate Governance Statement
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.		☒	☐ set out in our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.		☒ We have disclosed how we facilitate and encourage participation at meetings of security holders in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.		☒	☐ set out in our Corporate Governance Statement

Page 8

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation		Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.		☒	☐ set out in our Corporate Governance Statement
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.		☒ We have a combined Audit and Risk Management Committee and we have disclosed a copy of the charter of the committee at: https://www.impedimed.com/about/investors/corpo rate-governance/ and the information referred to in paragraphs (4) and (5) at: 7.1(a)(4) in our Corporate Governance Statement 7.1(a)(5) in our Director’s Report section of our Annual Report, which can be found at: https://www.impedimed.com/about/investors/corpo rate-governance/	☐ set out in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.		☒ We have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement

Page 9

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	☒ We have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	☒ We have disclosed whether we have any material exposure to environmental and social risks in our Corporate Governance Statement.	☐ set out in our Corporate Governance Statement

Page 10

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

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

Corporate Governance Council recommendation	Corporate Governance Council recommendation		Where a box below is ticked,4we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.		☒ We have a Remuneration Committee and we have disclosed a copy of the charter of the committee at: https://www.impedimed.com/about/investors/corpo rate-governance/ and the information referred to in paragraphs (4) and (5) at: 8.1(a)(4) in our Corporate Governance Statement 8.1(a)(5) in our Director’s Report section of our Annual Report, which can be found at: https://www.impedimed.com/about/investors/corpo rate-governance/	☐ set out in our Corporate Governance Statement OR ☐ 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.		☒ We have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives in our Corporate Governance Statement and in our Remuneration Report contained in our Annual Report, which can be found at: https://www.impedimed.com/about/investors/corpo rate-governance/	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.		☒ We have disclosed our policy on this issue or a summary of it in our Corporate Governance Statement.	☐ set out 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 11

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

==> picture [226 x 42] intentionally omitted <==

2021 Corporate Governance Statement

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 1

2021 Corporate Governance Statement

The ImpediMed Limited Board of Directors ( Board ) is pleased to present ImpediMed’s Corporate Governance Statement for 2021 ( Statement ). This Statement outlines our principal corporate governance practices in place during the financial year ended 30 June 2021. Copies of all governance documents referred to in this Statement can be found at ImpediMed.com.

The Board and management team maintain high standards of corporate governance as part of our commitment to create value for our stakeholders through effective strategic planning, risk management, transparency, and corporate responsibility.

Our governance policies and practices have been largely consistent with the 4[th] edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations ( ASX Governance Principles ) throughout the year, with exceptions outlined in this Statement. Our governance policies and practices are reflected in this Statement as well as our Appendix 4G.

We regularly review our governance practices in light of the growth in the Company and relevant emerging corporate governance developments.

Our governance framework ensures accountability, both of the Board and senior executives, to the Company and our shareholders. The diagram below summarises our governance framework, including the functions reserved for the Board. The functions carried out by the three standing Board Committees are outlined in section 2 of this Statement.

Diagram 1

==> picture [379 x 378] intentionally omitted <==

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 2

2020-21 Areas of governance focus

Key areas of governance focus and activities undertaken by the Board, its Committees and management during 2020-21 included:

• Strategic and financial performance

• A Board and executive strategy session was held with a focus on strategic imperatives, existing and new market growth and an overall business outlook.

• COVID-19 pandemic response

• Increased and sustained open dialogue with company management on both the business risks, potential disruptions to operations and business relations and the workplace health and safety issues posed by the COVID-19 pandemic. All employees, other than those with essential duties required to perform in an office, worked remotely.

• Temporary reductions to executive and non-executive remuneration were put in place.

• Established more frequent review of corporate objectives.

• Our people

• Obtained a comprehensive analysis of executive and non-executive director remuneration for consideration in remuneration policies and practices to help the company attract, retain and motivate directors, executives and employees.

• Regularly met with management to monitor the health and safety of employees during the COVID-19 pandemic.

• Social and environment

• Continued to focus on our material Environmental, Social and Governance ( ESG ) risks, including global economic risks from the outbreak of a health pandemic; supply chain risks; risks associated with changes in laws, healthcare policy and other regulatory issues; and brand and reputation risks.

• Updated governance policies on Diversity and Inclusion.

• Made further progress on disclosure and transparency on key ESG issues.

• Governance

• Reviewed and updated relevant governance policies, charters, and practices to reflect the 4th Edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations.

• Continued oversight as management responded to COVID-19 and the impact of the pandemic on our business.

• Met with shareholders and proxy advisors as part of ImpediMed’s ongoing engagement to discuss matters relating to our business performance, governance and remuneration.

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 3

1 The Board of Directors

Relevant governance document:

• Board Charter

1.1 The responsibilities of the Board

Our Board is accountable to our stakeholders and as such the Board is responsible for demonstrating leadership, defining the Company’s purpose, establishing strategic objectives, approving our values and the Code of Conduct and oversight of the management of the Company. To clarify the roles and responsibilities of directors and management and assist the Board in discharging its responsibilities, our Board operates under a formal Charter that sets out the functions reserved to the Board and provides for the delegation of functions to Board Committees and to senior management.

Our Board has reserved for itself the specific responsibilities summarised in the Diagram 1.

Further detail around the responsibilities reserved for the Board and those specifically delegated to the Managing Director and Chief Executive Officer ( MD/CEO ) are outlined in the Board Charter, which is reviewed on an annual basis to ensure that the division of functions between the Board and management continues to be appropriate for the needs of the Company.

Our Board has delegated specific authority to three Board committees, which assist the Board by examining various issues and making recommendations. A description of each committee and its responsibilities are set out in section 2 of this Statement.

1.2 Board composition

As at 30 June 2021 there were seven directors on our Board. Table 1 below sets out each director, the commencement of their tenure, and their status as an independent or non-independent director.

Table 1

Table 1
Director	Tenure commencement	Independent/Non-independent
Mr Scott Ward	12 July 2013	Independent, non-executive director and
		Chairman
Mr Richard Carreon	08 May 2015	Non-independent, Chief Executive Officer
		and ManagingDirector
Mr Amit Patel	20 March 2017	Independent,non-executive director
Mr Don Williams	20 March 2017	Independent,non-executive director
Ms Judith Downes	10 April 2017	Independent,non-executive director
Dr Robert Graham	15 November 2017	Independent,non-executive director
Mr David Anderson	05 May2020	Independent,non-executive director

Directors’ qualifications and experience are contained in the Directors’ Report in our Annual Report, including details of their other listed entity directorships. This information can also be found on the Company’s website.

1.3 Director independence

ImpediMed recognises that independent directors have an important role in assuring shareholders that the Board is able to act in the best interests of the Company and independently of management.

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 4

Because of this, the Board assesses all directors' independence annually. ImpediMed’s criteria for assessing director independence aligns with the guidance provided in the ASX Governance Principles.

Information about any such interests or relationships, including any related financial or other details, is assessed by the Board to determine whether the interest, position, or relationship could, or could reasonably be perceived to, materially interfere with the exercise of a director’s unfettered and independent judgement. As part of this process, the Board considers each of the factors relevant to assessing the independence of a director set out in Box 2.3 of the ASX Governance Principles and other facts, information, and circumstances that the Board considers relevant. The Board considers the materiality of any given relationship on a case-by-case basis.

The Board also assesses the independence of new directors prior to their appointment.

The findings of the annual review of Director independence are considered by the Board. As part of the review, ImpediMed’s criteria for assessing director independence is outlined to each director requesting they confirm whether they have any interests, positions or relationships with the Company that could materially interfere with the Director’s capacity to bring independent judgement on matters before the Board and act in the best interests of ImpediMed.

As illustrated in Table 1, the following directors have been determined as being independent as at 30 June 2021 – Mr Scott Ward, Mr Amit Patel, Mr Don Williams, Ms Judith Downes, Dr Robert Graham and Mr David Anderson. Our Board has made this assessment on the basis that none of these directors have been employed in an executive capacity by the Company within the last three years, has not had a material business relationship with the Company within the last three years, is not a substantial holder of ImpediMed shares and do not fall within any other criteria listed in Box 2.3 of the ASX Governance Principles.

Further rationale for the determination of these directors being independent is they conduct themselves at arm’s length in their engagement with the Company and bring their considerable skillsets to bear on matters before the Board. The approach of these directors to matters of the board is always independent in both appearance and in fact.

Mr Richard Carreon by virtue of his executive MD/CEO position is considered non-independent, based on the criteria in Principle 2 of the ASX Governance Principles.

Based on this assessment, our Board has a majority of independent directors.

1.4 Our Chairman

As noted above, the directors have elected Mr Scott Ward as Chairman of the Board as an independent, non-executive director. His role is outlined in the Board Charter. The duties of the Chairman and the MD/CEO are carried out by separate people.

1.5 Relationship between the Board and our MD/CEO

Our MD/CEO oversees the day-to-day management of the business and, with the support of senior management, reports to the Board on the exercise of his delegated authority. Our MD/CEO has been delegated the authority to manage the Company in accordance with the strategy, plans and policies approved by the Board. The delegations are reviewed by the Board from time to time.

Our Non-executive Directors have the opportunity to meet at each Board meeting without the MD/CEO or management present.

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 5

1.6 Nomination and appointment of Directors

When considering the appointment of directors to the Board, a formal process is undertaken to identify various candidates, with interviews held and appropriate background checks carried out. In addition, the Board considers and formally resolves to support the election or re-election of directors to shareholders at general meetings/annual general meeting.

Before director candidates are selected, the Board considers the current collective skills and competencies and will assess its needs at that time and in the future and develop selection criteria for the candidates. Candidates are required to disclose their other commitments and confirm that they are able to dedicate sufficient time to their duties. A shortlist of candidates is considered by the Board relative to its selection criteria.

We provide shareholders, in the relevant notice of meeting, with information in our possession relevant to assist them to make an informed decision on all directors standing for election or reelection. This information includes biographical details, covering relevant qualifications, experience, and skills directors bring to the Board, details of any other material directorships currently held by the candidate, the term of office currently served by the directors, a statement on the independence of the candidate and the reasons why, and a statement by the Board as to whether it supports the election or re-election of the candidate and a summary of the reasons why.

Directors are elected or re-elected in accordance with the Company Constitution, the Corporations Act 2001 (Cth) ( Corporations Act ), and the ASX Listing Rules. At our 2020 Annual General Meeting, Ms Judith Downes and Dr Robert Graham were re-elected by shareholders. Mr David Anderson was elected by shareholders.

1.7 Induction and ongoing development

A director induction program has been designed, and our directors are expected to participate in this induction and orientation program on appointment. In addition, industry updates are regularly provided to the Board to ensure they are informed about developments within the company and the industry in which it operates.

1.8 Knowledge, skills, and experience

The Board maintains a Board Skills Matrix that outlines the skills and experience considered by the Board to be important for its directors to collectively possess. These skills are set out in Table 2, with each considered a competency that the Board believes it requires to effectively discharge its duties.

The Board Skills Matrix and competency descriptions are reviewed annually to ensure the skills remain relevant to the Company. This review was carried out in 2021, with a number of changes incorporated, including the addition of new skills (International Business Experience, ESG and Customer Service and Safety), and amendments to the title and descriptions of a number of existing skills.

The Board comprises highly experienced senior business leaders from a variety of professional backgrounds who each meet the fundamental requirements and, collectively, possess the necessary mix of skills, experience, tenure and diversity considered necessary to appropriately govern the Company.

From time to time there may be areas identified by the Board where additional knowledge would be beneficial, which it addresses by engaging external advisors and/or requesting more detailed reporting from management. People and Culture management is an example of where this approach has been taken.

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 6

Diagram 2 illustrates the number of directors that have a level 3, ‘high’, or level 2, ‘medium’ competency, and experience in the described skill, where directors were asked to rate their competency level for each identified skill as follows:

High: Strong working knowledge or expertise and experience; Medium: Solid working knowledge and some experience; and Low: Limited knowledge and not an area of experience.

These numbers are extracted directly from the Board Skills Matrix.

In addition to the skills set out in Table 2, we consider that each director has the following attributes:

• honesty and integrity;

• the ability to think strategically;

• the time available to devote to ImpediMed’s business;

• a willingness to question and challenge; and

• a commitment to the highest standards of governance.

All directors are expected to use their range of relevant skills, knowledge and experience and to apply their judgement to all matters discussed at Board meetings.

Table 2

Desired Skill	Description
	Experience in defining strategic objectives, assessing business plans and driving execution. Ability to
Strategy	think strategically and identify and critically assess opportunities and threats and develop effective
	strategies in the context of changing market conditions.
Finance	Understanding the financial drivers of the business, experience in financial accounting and reporting, audit, corporate finance and internal financial controls.
People and Culture	Board committee or senior executive equivalent experience relating to people management and
Management	human resources, corporate culture and remuneration issues.
Capital Management	Expertise in considering and implementing efficient capital management including alternative capital sources and distributions, yields and markets.
Corporate Transactions	Experience in assessing and completing complex business transactions, including mergers, acquisitions, divestments, capital management, major projects and business integrations.
Governance	Knowledge and experience in best practice governance structures, policies and processes, including experience with other ASX-listed entities.
	Experience and expertise in the area of technology applied to consumer service companies, including
Technology & Innovation, Data & Security	governance of technology projects, and keeping abreast of emerging technology relevant to the Company.
	Understanding the use of data and requirements relating to data security, cyber risk and privacy.

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 7

	Experience in identification, monitoring and management of material financial and non-financial
	risks, including legal and regulatory compliance, WHS, oversight of compliance management
Regulatory, Legal & Risk	frameworks, controls and systems, ability to identify and oversee mitigation strategies for emerging
Management	risk and compliance issues in the organisation.
	Knowledge of legal and regulatory requirements of the Company
Industry Experience	Experience and broad understanding of the medical device market in the USA, including market drivers, risks and trends including policies, competitors, end users, regulatory policy and framework.
Clinician Experience	Clinician in the field of heart failure preferably with international standing and with research/clinical trials experience
Medical Industry Relations	Knowledge of the medical industry interest groups and lobbying and legislation. Effective networks.
Sales and Marketing	Clear understanding of developing and implementing sales and marketing teams and strategies, recruiting, running and incentivising sales teams, and setting sales budgets and targets.
Research and	Experience in areas relating to Science, Engineering, Technology, Pre-Clinical Development and
Development	Clinical trials.
International Business	Experience in international business, trade and/or investment at a senior executive level and
Experience	exposure to global markets and a range of different political, regulatory and business environments.
ESG	Expertise in areas of environment, social and governance (ESG), and the ability to advise the Company of required policies, actions and disclosures on these matters.
Customer Service and	Experience developing customer-focused strategy and committed to achieving and delivering best-
Safety	practice customer/client outcomes.
Diagram 2

==> picture [454 x 277] intentionally omitted <==

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

Number of directors possessing relevant skill/experience to a level 3 and level 2, 'High' and 'Medium' rating
respectively
(total number of 7 directors)
Strategy
Finance
People & Culture Management
Capital Management
Corporate Transactions
Governance
Technology & Innovation, Data &…
Regulatory, Legal & Risk Management
Industry Experience
Clinician Experience
Medical Industry Relations
Sales & Marketing
Research & Development
International Business Experience
ESG
Customer Service & Safety
- 1 2 3 4 5 6 7
High Medium
----- End of picture text -----

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 8

100% of Directors have a high level of strategy experience 86% of Directors have a high level of people and culture management experience 71% of Directors have a high level of corporate transactions experience 71% of Directors have a high level of sales and marketing experience 71% of Directors have a high level of international business experience 71% of Directors have a high level of customer service and safety experience

The following charts depict board tenure, independence and gender diversity.

==> picture [596 x 136] intentionally omitted <==

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

Director Tenure Director Independence Board Diversity
Average 86% of 14% of
tenure of Director's are Director's are
NEDs is 4.3 independent female
years
0-1 year 1-3 years 3-5 years 5+ years Independent CEO Male Female
----- End of picture text -----

Diagrams 3 - 5

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 9

2 Operation of the Board

Relevant governance documents:

• Audit and Risk Management Committee Charter

• Remuneration Committee Charter

• Nomination Committee Charter

2.1 Board Committees

Our Board has established the following standing Committees, which assist it with the execution of its responsibilities. The composition and effectiveness of the committees are reviewed on an annual basis:

• Audit and Risk Management Committee;

• Remuneration Committee; and

• Nomination Committee.

Each of these committees operate in accordance with specific charters approved by our Board, which sets out its composition, functions and responsibilities.

In addition, our Board may establish ad-hoc committees or delegate authority to existing committees to oversee specific activities.

Details of the number of committee meetings held during the year and individual directors’ attendance at these meetings can be found in the 2021 Directors’ Report. Details of the qualifications and experience of committee members can also be found in the Directors’ Report.

A description of the role of each committee and its composition is set out in the following table.

Table 3

Table 3
Committee	Members	Composition	Role
Audit & Risk	Ms Judith Downes	- At least three members, all of whom	Our Audit & Risk Management
Management	(Chair)	are to be independent, non-	Committee assists the Board in fulfilling
Committee	Mr Don Williams	executive directors. - The chair must be an independent	its statutory, fiduciary and regulatory responsibilities. The Committee assists
	Mr Amit Patel	non-executive director, who is not	the board in the oversight of the
		the chairman of the Board.	quality and integrity of the accounting,
		- Membership must be structured	auditing and financial reporting of the
		such that all members are financially	Company. The Committee also reviews
		literate, at least one member has	the adequacy of ImpediMed’s internal
		financial expertise and some	control framework, monitors the
		members have an understanding of	effectiveness, objectivity and
		the industry and the circumstances	independence of the external auditor
		in which the Company operates.	and reviews reports from the external
			auditor and internal audits.

The Committee also assists the Board in overseeing the effectiveness of the Company’s system of risk management, internal controls and general risk management, and the Company’s systems for compliance with applicable legal and regulatory requirements.

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 10

Remuneration	Mr Don Williams	- At least three members, a majority	Our Remuneration Committee assists
Committee	(Chair)	of whom are independent, non-	and makes recommendations to the
	Dr Robert Graham	executive directors. - The chair should be an independent	Board on: - NED fees and minimum shareholding
	Mr David Anderson	non-executive director.	requirements;
		- All members must be free from any interest, business or other relationship which, in the opinion of the Board, could, or could reasonably be perceived to,	- Remuneration policies and packages for the CEO and senior executives; - Board and CEO and other senior executive succession planning;
		materially interfere with the exercise	- Incentives schemes and equity-based
		of his or her independent judgment	remuneration plans;
		as a member of the Committee.	- Superannuation arrangements;
			- Gender bias.
			Our committee is also responsible for
			assisting the board with:
			- Legislative updates, remuneration
			trends and any major changes to
			employee benefit structures;
			- Annual remuneration report.
			The Committee ensures that the
			structure of remuneration is aligned to
			the Company’s purpose, values, risk
			appetite and strategic objectives.
Nomination	Mr Scott Ward	- At least three members, a majority	Our Committee assists and advises the
Committee	(Chair)	of whom are independent, non-	Board on nomination policies and
	All directors are members of this committee	executive directors. - The chair must be an independent non-executive director.	practices for the Board, including: - Director selection and appointment practices;
			- The appointment and re-election of
			directors
			- Director performance evaluation
			processes and criteria;
			- Board size and composition;
			- Succession planning for the Board
			and senior executives;
			- Board skills matrix
			- Diversity policy.

2.2 Remuneration of Directors and Senior Executives

Our remuneration framework is designed to ensure that the level and composition of remuneration is both competitive and reasonable. Our policies are designed to attract and retain talented and motivated employees as well as raising the level of performance of the Company.

Remuneration of Executives

Our remuneration framework is designed to attract, motivate and retain employees, including senior management, and ensure that the interests of the employees are aligned with those of the shareholders. In discharging its duties, the Remuneration Committee reviews and makes recommendations to the Board on the remuneration of the MD/CEO, CFO, and other senior executives, including:

• short and long-term remuneration, including both fixed remuneration and performancebased remuneration;

• any termination payments; and

• appropriate grants of securities under the Long Term Incentive Plan.

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 11

In making its recommendations the Remuneration Committee ensures that the objectives of the Group’s reward framework are to:

• Align remuneration with the Group’s business strategy, remuneration philosophy and interests of shareholders

• Offer an attractive and competitive mix of remuneration benchmarked against applicable markets

• Provide strong linkage between individual and Group performance and rewards

• • Offer remuneration based on internal comparison with other employees and matching the role requirements with the skills, experience and responsibilities of individual executives

• Support the corporate mission statement, values and policies through recruiting, organising and managing high achieving individuals committed to the Group’s success

Details of the nature and amount of remuneration for each Executive KMP and ImpediMed’s remuneration policies and practices are contained in the Remuneration Report in our Annual Report.

Remuneration of non-executive Directors

We distinguish the structure of non-executive Directors’ remuneration from that of executive Directors and senior executives. Our non-executive Directors are remunerated by way of fees which are set with reference to the prevailing market rates. They do not participate in the schemes designed for the remuneration of executives, nor do they receive bonus payments, or any retirement benefits other than any required statutory superannuation.

To create alignment between non-executive directors and shareholders, non-executive directors are encouraged to hold ImpediMed shares, and a policy has been adopted that places a minimum holding requirement of the equivalent to one-times annual director fees (after tax) over a five-year period, with an expectation that shares are held for the duration of their directorship. All directors comply with this policy. Each non-executive director’s current ImpediMed shareholding is set out in the Remuneration Report in the Annual Report.

Conversely, to preserve independence and impartiality, no element of non-executive director remuneration is ‘at risk’ (that is, it is not based on the performance of the group).

2.3 Performance evaluation

Our Board is committed to enhancing its effectiveness through performance management and review. Our annual Board review process is designed to help enhance performance by providing a mechanism to raise and resolve issues and provide recommendations to enhance its effectiveness.

As at the date of this Statement, a board performance review process is underway. This is a confidential, structured evaluation to review the role, composition, behaviours and processes of the Board and its Committees. The review involved each Director providing feedback on a range of Board-related topics, covering the role of the Board, composition of the Board, meeting processes, Board papers and relationships and culture of the Board.

The results of that review will be presented to the Board in October 2021 and will highlight positive attributes about the ImpediMed Board and will identify areas for increased focus and recommended improvements.

The evaluation for all executives is based on specific criteria, including the business performance of the Company, whether strategic objectives are being achieved, and the development of management and personnel.

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 12

The MD/CEO’s performance is formally assessed on an annual basis by the Board. All Key Performance Indicators ( KPIs ) are considered by the Nomination and Remuneration Committee, which evaluates the MD/CEO’s performance and makes a recommendation to the Board in relation to performance and remuneration.

An annual assessment of the performance of all other senior executives is undertaken by the Board on the basis of recommendations from the MD/CEO, who conducts performance reviews in relation to each senior executive.

A performance evaluation for all senior executives, including the MD/CEO, was undertaken in the reporting period in accordance with the process disclosed above.

Further information on directors' and executives' remuneration, including principles used to determine remuneration and KPIs, is set out in the Annual Report under the heading ‘Remuneration Report'.

2.4 Independent Advice

In order to facilitate independent judgement in decision-making, each director has the right to seek independent professional advice at the Company’s expense, subject to the prior notification of the Chair and where the estimated costs are considered to be reasonable.

2.5 Agreements with directors and senior managers

Our non-executive directors are appointed pursuant to formal letters of appointment which, among other things, set out the key terms and conditions of the appointment, the Board’s expectations in relation to the performance of the director, procedures for dealing with a director’s potential conflict of interest and the disclosure obligations of the director, together with the details of the director’s remuneration.

All senior executives are currently direct reports to the MD/CEO. All senior executives have detailed employment contracts or offer letters in place, with performance criteria requirements for short term or long-term incentives outlined incentive offer documents. For US based executives, employment is at-will.

2.6 Company Secretary

The Board Charter expressly provides that the company secretary is directly accountable to the Board through the Chair on all matters to do with the proper function of the Board. All directors have access to the company secretary, who is appointed by, and accountable to, the Board on all governance matters.

2.7 Board Meetings

Details of Board meetings held during the year and individual directors’ attendance at these meetings can be found in the Directors’ Report in the 2021 Annual Report.

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 13

3 Inclusion and Diversity

Relevant governance document:

• Diversity Policy

3.1 Diversity and inclusion at ImpediMed

We recognise the value contributed to the organisation by employing people with varying skills, cultural backgrounds, ethnicity and experience. The company believes its diverse workforce is the key to its continued growth, improved productivity and performance.

We actively value and embrace the diversity of our employees and are committed to creating an inclusive workplace where everyone is treated equally and fairly, and where discrimination, harassment and inequity are not tolerated. While we are committed to fostering diversity at all levels, gender diversity has been and continues to be a priority for the Company.

A formal Diversity Policy has been adopted by the Board which outlines the Company’s commitment to providing an inclusive work environment in which everyone belongs. The Policy is reviewed annually and covers a variety of factors such as gender, work and life balance, and disability. The Company has a diverse mix of employees with the appropriate qualifications for roles within the current business.

3.2 ImpediMed’s diversity profile, diversity initiatives, and measurable objectives

The Company has not yet established measurable targets for achieving gender diversity. The board has considered setting gender diversity targets, but decided that as the Company already recruits on the basis of no bias and has a culture that supports workplace diversity, the establishment of gender diversity targets should not be put in place at this time. This position is re-considered on an annual basis.

A snapshot of the gender diversity levels in the Group, as at 30 June 2021, is set out below at Table 4.

Table 4.

Employee Category	Female	Male	Total	% Female
Board (including MD/CEO)	1	6	7	14.28%
Executive (including MD/CEO)	2	6	8	25.00%
Company-wide (including Executive)	33	41	74	44.60%

‘Executive’ is defined as direct reports of SVP level and above. to the MD/CEO.

In addition to gender, the Company’s Diversity Policy supports the Company’s stance of a policy of non-discrimination that ensures all employees are treated fairly.

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 14

4 Risk Management and Assurance

Relevant governance document:

• Audit and Risk Management Committee Charter

• 4.1 Role of the Audit and Risk Management Committee

Our Audit and Risk Management Committee assists the Board in carrying out its accounting, auditing and financial reporting responsibilities, including oversight of:

• (a) integrity of the Company’s corporate reporting processes and financial statements;

• (b) accounting and tax, and related policies;

• (c) the appointment, remuneration, independence and competence of the Company’s external auditors;

• (d) the performance of the Company’s external audit functions and review of their audits;

• (e) the effectiveness of the Company’s system of risk management and internal controls;

• (f) the Company’s systems and procedures for compliance with applicable legal and regulatory requirements.

The qualifications and experience of the members of the Audit and Risk Management Committee are outlined in the Directors’ Report in the 2021 Annual Report.

The CFO, senior members of Finance, and the external auditors attend meetings by invitation of the Audit and Risk Management Committee. Our committee holds regular meetings with the external auditor without management or executive directors present. Any director who is not a member of the Audit and Risk Management Committee may attend any meeting of the committee.

4.2 Risk Management Framework

Our Audit and Risk Management Committee reviews and assesses the Company’s risk management framework annually. This process includes reviewing the implementation, management, and maintenance of appropriate enterprise-wide risk management systems, policies and procedures, reporting protocols, and internal controls to ensure they continue to be sound and that the Company is operating in line with the current risk appetite set by the Board. A review of the framework, as described, was carried out during the 2021 financial year.

The identification and proper management of risk within the Group is an important priority for the Board and Management. The Board monitors risk within the Group to ensure high standards of operational quality and compliance with the Group’s approved strategies, policies and procedures. It ensures the Board is aware of any material risk issues and assesses the viability of the Group’s operations.

Our Company has adopted an internal Risk Register, which outlines the types and extents of risk that ImpediMed is willing to accept in pursuit of its strategic objectives while adhering to the Company’s values. The Risk Register is scheduled to be reviewed on an annual basis and is updated with the risk management framework.

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 15

4.3 External auditor

One of the functions of our Audit and Risk Management Committee is to review and monitor the performance and independence of the external auditor.

Our current auditor is Ernst Young ( EY ). Our current lead audit partner, Ms Jennifer Barker, was appointed as a result of auditor partner rotation in from the commencement of FY19.

EY has provided an independence declaration to the Board for the year ended 30 June 2021, and this declaration forms part of the 2021 Directors’ Report. Details of non-audit services provided by the external auditor over the reporting period are included in the Financial Statements.

Our external auditor is required to attend the annual general meeting and is available to answer questions from shareholders about the conduct of the audit and the preparation and content of the external auditor’s report; accounting policies adopted by the Company in relation to the preparation of the financial statements; and independence of the auditor in relation to the conduct of the audit.

4.4 Internal audit

We do not currently have an internal audit function nor do we engage an external internal auditor. However, our Audit and Risk Management Committee has been tasked with assessing the Company’s internal control framework and compliance functions.

4.5 Risks

The management of the Company and the execution of its growth strategies are subject to a number of risks, which could adversely affect the Company’s future development.

These risks are monitored and managed by the Board, Audit and Risk Management Committee and management in accordance with the framework set out in the Audit and Risk Management Committee Charter. Key business risks, their impact and mitigants are outlined in the Directors’ Report contained in the Annual Report.

4.6 The Company’s Response to COVID-19

Management rapidly responded to the COVID-19 pandemic by implementing a task force to monitor and guide the operational changes to the business to protect the health and safety of its employees and to minimize disruption or impact to customers, third party partners and patients. Effective, March 2020, without a gap in operations, all employees other than those with essential office duties, were set up to work remotely.

4.7 Integrity in Financial Reporting and Periodic Corporate Reports

We have a requirement that the MD/CEO and CFO provide written assurance to the Board, prior to the approval of the Company’s financial statements for each financial period, that in their opinion, the Company’s financial records have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of ImpediMed’s financial position and performance, and that this opinion has been formed on the basis of a sound system of risk management and internal control which operates effectively.

This written declaration was received by the Board prior to its approval of the full year and half year financial statements for the financial year ended 30 June 2021.

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 16

We have processes in place to verify the integrity of any other financial or non-financial corporate reports not reviewed by the external auditor.

For our quarterly Appendix 4C and Business Activity Reports, the CEO and Chair of the Audit and Risk Management Committee are provided with all relevant information from management in order to base their approval for release.

Any other periodic corporate report receives the approval of the Board prior to release to the market. This approval is based on a review of all relevant information provided by management. The specific process for each periodic corporate report will vary depending on the particular release but generally involves management analysis, discussion and recommendation, backed up by supporting documentation.

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 17

5 Corporate Responsibility

Relevant governance documents:

• Code of Conduct

• Whistleblower Policy

• 5.1 Our values

We have an established set of values which define what type of organisation we aspire to be and what it expects from its directors, executives and employees to achieve that aspiration.

Integrity – We manage our business in an honest and ethical manner. Accountability – We take ownership for our actions and behaviors. Collaboration – We encourage creative ideas / teamwork that advances our processes and technologies.

Respect – We are considerate of the needs and opinions of others.

Quality – We are committed in our pursuit of excellent products and services. Compliance – We are committed to meeting all laws and regulatory requirements.

Our mission: Improving patient lives by providing solutions that will allow a deeper understanding of the human body and the importance of fluid status and tissue analysis.

Our vision: Leave no patient untested who could benefit from our technology.

5.1 Code of Conduct

Our Code of Conduct (the Code ) is designed to maintain confidence in the integrity of the Company and the responsibilities and accountability of individuals for reporting and investigating reports of unethical practices.

The Code sets out the standards of behaviour expected of the Board, employees and contractors of the Company whilst conducting its business. It is designed to assist employees and contractors to understand their responsibilities and obligations and provide guidance on expected performance, behaviour and ethical standards in the workplace, as well as on social media.

The Code provides general guidance as to the standards of work performance, ethical standards and behaviour required.

Any material breaches of the Code are reported through to the Board.

5.2 Whistleblower Policy

We have adopted a Whistleblower Policy, the purpose of which is to allow people who are concerned about any improper conduct to feel comfortable reporting that conduct. It enables reporting of dishonest, fraudulent, illegal, or otherwise improper behaviour by employees, contractors, partners, former employees, and other relevant stakeholders.

The Board is informed of any material incidents reported under this policy.

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 18

5.3 Anti-Bribery Policy

Whilst we have not adopted a separate Anti-Bribery Policy, we are committed to directors, officers, employees, and agents conducting themselves according to the highest standards of ethical conduct, including a zero tolerance for bribery and corruption. This position is endorsed by two sections in our Code of Conduct titled ‘Anti-Bribery and Gifts’ and ‘Dealings with politicians and government officials‘.

5.8 Environment, Social and Governance ( ESG )

Sustainable and responsible business practices are important to the creation of value for our employees, residents, suppliers, and shareholders, and the community and environment at large. We listen to feedback from our stakeholders on what is most important to them. We also focus on what is most material for our business and where we can make a meaningful difference. We provide updates on our commitments, activities, and progress in our Annual Report.

5.9 Economic, Environmental and Social Sustainability Risks

Specifically in response to Recommendation 7.4 of the ASX Recommendations, the board does not believe it has any material exposure to economic, environmental or social sustainability risks.

The Board considers the Company’s exposure to economic, environmental, and social sustainability risks, and we have policy frameworks to manage both the risks and the opportunities.

• Economic risks – the business is exposed to economic conditions such as global health pandemics, a significant economic decline, and adverse changes to healthcare policy.

• Environmental including climate change risks – The Company has no known environmental risks, but is supporting the global move towards components free of hazardous substances in its device electronics and is working with its contract manufacturers to identify replacement parts, where necessary, to substitute into its device designs. Disruptions to the supply chain for these components could have an adverse impact on the Company. The Company is committed to managing and minimising the environmental footprint of our operations, including our offices, homes, and travel. The Board also considers the physical and transition risks that climate change poses to the business. Our approach to climate change is outlined in line with the recommendations of the Taskforce on Climate-related Financial Disclosures in the 2021 Annual Report.

• Social risks – we consider the salient human rights and labour risks and have practices and processes in place to mitigate the risks, including our Code of Conduct and Modern Slavery Policy.

5.10 Cybersecurity

ImpediMed has implemented a robust Information Security Risk Management Plan to protect customer data. On-going Security and Privacy Risk Analysis influence the risk management controls used to mitigate risks in response to evolving threats and technologies.

This is part of our on-going Information Security Risk Management Plan designed to manage our risks associated with privacy and security of information on a continual basis.

ImpediMed’s Information Governance Program is built upon and managed to seven foundational elements to strengthen governance of the Information Security Program and achieve Security Policy Objectives.

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 19

In December 2020 we achieved HITRUST Common Security Framework certification. HITRUST sets the global standard of safeguarding information and this certification places the Company at the forefront of quality assurance and customer data protection.

==> picture [458 x 256] intentionally omitted <==

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 20

6 Engaging with our Shareholders and Investors

Relevant governance documents:

• Disclosure and Communication Policy

6.1 Communications and external disclosure

We have adopted a Disclosure and Communication Policy, the objectives of which are to:

• ensure that the Company is able to meet its continuous disclosure obligations under the ASX Listing Rules and the Corporations Act; and

• establish internal procedures so that all Group Personnel understand their obligations to ensure:

• confidential information is protected; and

• disclosure of price sensitive information to the Disclosure Officer.

The purpose of this policy is to:

• a. ensure that the Company immediately discloses all price-sensitive information to ASX in accordance with the ASX Listing Rules and the Corporations Act;

• b. confirm officers and employees are aware of the Company's continuous disclosure obligations; and

• c. establish procedures for:

• the collection of all potentially price-sensitive information;

• assessing if information must be disclosed to ASX under the ASX Listing Rules or the Corporations Act;

• releasing to ASX information determined to be price-sensitive information and to require disclosure;

• dealing with market rumours and speculation;

• communicating with analysts and investors;

• establish authorised Company spokespersons; and

• responding to any queries from ASX (particularly queries under Listing Rule 3.1B).

The overarching principle of this policy is governed by Listing Rule 3.1, which requires the Company to immediately notify the ASX of any information that a reasonable person would expect to have a material effect on the price or value of ImpediMed’s quoted securities, provided that the information does not fall within the exception to disclosure under the Listing Rules. The Policy provides for the exceptions to Listing Rule 3.1 as outlined in Listing Rule 3.1A.

Further, all material ASX announcements are promptly circulated to directors upon the release to the market.

6.2 Shareholder communications

We are committed to maintaining direct, open, and timely and effective two-way communications with all shareholders. Our policy is that shareholders are informed of all material developments that impact the Company.

We communicate with shareholders via the following means:

• release of half-year and full-year financial statements;

• release of ASX Announcements relating to important strategic and financial initiatives;

• publication of an Annual Report;

• the Annual General Meeting;

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 21

• live audiocasts of results briefings and Annual General Meetings; and

• provision of information and resources through the online Investor Relations section of our website at https://www.impedimed.com/about/investors/

We also invite shareholders to communicate directly with us and provide contact information and a dedicated email address on our Investor Centre. All shareholders have the option to receive communications from, and send communications to, the Company and our Share Registry electronically.

To also facilitate communication, we have established a Disclosure Policy. The aim of this policy is to promote and maintain the confidence of the Company’s shareholders through ongoing timely, balanced and effective communication.

When we hold a new investor or analyst presentation, a copy of the presentation materials is released to the ASX ahead of the presentation.

6.3 General Meetings

We encourage shareholders to participate in general meetings and we aim to choose a date, time and venue convenient to shareholders. Our 2020 AGM was held as a virtual meeting as a result of Government mandated restrictions during the COVID-19 pandemic, and our US directors being unable to travel to Australia. However this allowed those stakeholders unable to attend in person to vote and ask questions or make comments online.

Our annual general meeting is typically held in October or November each year.

Notices of meeting are accompanied by explanatory notes on the items of business and together they seek to clearly explain the nature of the business of the meeting.

If shareholders are unable to attend a general meeting, they are encouraged to vote on the proposed resolutions by appointing a proxy. The proxy from included with a notice of meeting explains how to appoint a proxy. Online proxy is also available to shareholders.

Unless specifically stated in a notice of meeting, all shareholders are eligible to vote on all resolutions. ImpediMed’s practice is that voting on each proposed resolution is conducted by poll.

Transcripts of the chairman’s address, CEO’s address and any investor presentation are released to the ASX prior to the commencement of the annual general meeting, and the outcome of voting on resolutions at the meeting is released to the market after the conclusion of the meeting. Both documents are also be posted on the Company website.

All shareholders have the option to receive communications electronically from and send communications to the Company’s registry service provider, Link Market Services.

6.4 Investor engagement program

We have a dedicated Investor Relations function and an investor engagement program for engaging with shareholders and the broader investment community.

Key activities in our investor engagement program include:

• the Annual General Meeting

• the release of our Annual Report

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 22

• regular releases of financial information, including quarterly business activity updates, halfyear and full-year financial results, and other trading updates as required

• media and analyst calls with ImpediMed’s CEO and CFO following the release of key financial information

• the provision of investor-related resources on our website at

• https://www.impedimed.com/about/investors/ including information on the operations of the group, the Board, management, corporate governance charters and policies, ASX announcements, share price

• one-on-one briefings with members of the investment community

• responding to shareholder queries

• engaging with the Australian Shareholders’ Association, retail stockbrokers, and proxy advisor organisations

6.5 ASX Releases to the Board

We have a process of ensuring that all material ASX announcements are distributed to directors immediately upon its release to the market. This process is mandated in our Disclosure and Communication Policy.

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 23

7 Securities

Relevant governance document:

• Security Trading Policy

• • Minimum Shareholding Policy

7.1 Security Trading Policy

We have adopted a Security Trading Policy that is intended to explain the types of conduct in relation to dealing in securities that are prohibited under the Corporations Act and establish a best practice procedure for the buying and selling of securities that protects our directors, officers, employees and management against the misuse of unpublished information that could materially affect the value of securities.

The Security Trading Policy sets out restrictions that apply to dealing with securities and defines “prohibited periods”, during which Designated Persons, are unable to deal in ImpediMed securities.

In all instances, buying or selling of shares is not permitted at any time by any person who possesses price-sensitive information.

Our Security Trading Policy provides that Designated Persons must not enter into any transaction that operates to limit the economic risk associated with holding securities in the Company. In addition, Designated Persons are prohibited from engaging in short-term dealing of ImpediMed shares, where ‘short-term’ is considered to be a 120-day period.

7.2 Minimum shareholding policy

By promoting director and employee ownership of ImpediMed shares, the Board hopes to encourage directors and employees to become long-term holders of ImpediMed shares, aligning their interest with those of ImpediMed’s.

As noted earlier in this Statement, ImpediMed has adopted a minimum shareholding requirement, on non-executive directors of the equivalent to one-times annual director fees (excluding committee fees) after tax over a five-year period, with an expectation that shares are held for the duration of their directorship.one years’ pre-tax director fees within three years. All current directors comply with this policy.

The minimum shareholding requirement also applies to senior executives who are required to accumulate, and thereafter maintain a minimum holding in ImpediMed shares equivalent to the value of the employees annual base salary after tax. Senior employees are prohibited from disposing of ImpediMed shares acquired from equity-based share schemes unless immediately after that disposal they continue to hold ImpediMed shares with a value equal to or greater than the stipulated minimum shareholding requirement.

This Corporate Governance Statement was approved by a resolution of the Board on 24 August 2021.

Our Corporate Governance Statement and Key to Disclosures (Appendix 4G) have been lodged with the ASX and are available at https://www.impedimed.com/about/investors/corporategovernance/

C o r p o r a t e G o v e r n a n c e S t a t e m e n t

P a g e | 24