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IMUGENE LIMITED Governance Information 2015

Aug 30, 2015

65124_rns_2015-08-30_741b6ba9-9dfc-428c-a891-f647dc477082.pdf

Governance Information

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Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Imugene Limited

ABN/ARBN ABN/ARBN Financialyear ended
009 179 551 30 June 2015

Our corporate governance statement[2] for the above period above can be found at:[3]

  • these pages of our annual report: 22 to 27

The Corporate Governance Statement is accurate and up to date as at 31 August 2015 and has been approved by the board.

Our corporate governance disclosures can be located at:

  • http://www.imugene.com/corporate governance

Date here: 31 August 2015 Sign here: _____ Company secretary

Print name: Justyn Stedwell

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

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

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

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

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

1

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole
of the period above. We have disclosed …		 We haveNOT followed the recommendation in full for the
whole of the period above. We have disclosed …
PRINCIPLE 1– LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should disclose:
(a) the respective roles and responsibilities of its board
and management; and
(b) those matters expressly reserved to the board and
those delegated to management.		 … the fact that we follow this recommendation:
�in our Corporate Governance Statement on page 22 of
the Annual Report
… and information about the respective roles and
responsibilities of our board and management (including those
matters expressly reserved to the board and those delegated to
management):
�in our Corporate Governance Statement on page 22 of
the Annual ReportAND
�at this location:
www.imugene.com(Board Charter)
1.2 A listed entity should:
(a) undertake appropriate checks before appointing a
person, or putting forward to security holders a
candidate for election, as a director; and
(b) provide security holders with all material information
in its possession relevant to a decision on whether or
not to elect or re-elect a director.		 … the fact that we follow this recommendation:
�in our Corporate Governance Statement on page 22 of
the Annual Report
1.3 A listed entity should have a written agreement with each
director and senior executive setting out the terms of their
appointment.		 … the fact that we follow this recommendation:
�in our Corporate Governance Statement on page 22 of
the Annual Report

2

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole
of the period above. We have disclosed …		 We haveNOT followed the recommendation in full for the
whole of the period above. We have disclosed …
1.4 The company secretary of a listed entity should be
accountable directly to the board, through the chair, on all
matters to do with the proper functioning of the board.		 … the fact that we follow this recommendation:
�in our Corporate Governance Statement on page 22 of
the Annual Report
1.5 A listed entity should:
(a) have a diversity policy which includes requirements
for the board or a relevant committee of the board to
set measurable objectives for achieving gender
diversity and to assess annually both the objectives
and the entity’s progress in achieving them;
(b) disclose that policy or a summary of it; and
(c) disclose as at the end of each reporting period the
measurable objectives for achieving gender diversity
set by the board or a relevant committee of the board
in accordance with the entity’s diversity policy and its
progress towards achieving them and either:
(1) the respective proportions of men and women on
the board, in senior executive positions and across
the whole organisation (including how the entity
has
defined
“senior
executive”
for
these
purposes); or
(2) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s most
recent “Gender Equality Indicators”, as defined in
and published under that Act.		 �an explanation why that is so in our Corporate
Governance Statement on pages 22 & 23 of the Annual Report
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 on page 23 of
the Annual Report
… and the information referred to in paragraph (b):
�in our Corporate Governance Statement on page 23 of
the Annual Report

3

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole
of the period above. We have disclosed …		 We have 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 …
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 on page 23 of
the Annual Report
… and the information referred to in paragraph (b):
�in our Corporate Governance Statement on page 23 of
the Annual Report
PRINCIPLE 2- STRUCTURE THE BOARD TO ADD VALUE
2.1 The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom
are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings.		 [If the entity complies with paragraph 2.1 (a) (2):]
… the fact that we have a nomination committee that complies
with paragraph (2):
�in our Corporate Governance Statement on page 24 of
the Annual Report
… and a copy of the charter of the committee:
�at this location:
www.imugene.com
… and the information referred to in paragraphs (4) and (5):
�in our Corporate Governance Statement on page 27 of
the Annual Report		 �an explanation why the entity does not comply with
2.1(a)(1) is in our Corporate Governance Statement on page
27 of the Annual Report
2.2 A listed entity should have and disclose a board skills
matrix setting out the mix of skills and diversity that the
board currently has or is looking to achieve in its
membership.		 … o
�		 ur board skills matrix:
at this location:
www.imugene.com

4

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole
of the period above. We have disclosed …		 We have 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 …
2.3 A listed entity should disclose:
(a) the names of the directors considered by the board to
be independent directors;
(b) if a director has an interest, position, association or
relationship of the type described in Box 2.3 but the
board is of the opinion that it does not compromise
the independence of the director, the nature of the
interest, position, association or relationship in
question and an explanation of why the board is of
that opinion; and
(c) the length of service of each director.		 … the names of the directors considered by the board to be
independent directors:
�in our Corporate Governance Statement on page 23 of
the Annual Report
… where applicable, the information referred to in paragraph
(b): Not applicable
… the length of service of each director:
�on pages 8 & 9 of the Annual Report
2.4 A majority of the board of a listed entity should be
independent directors.		 � an explanation why that is so in our Corporate
Governance Statement on page 23 of the Annual Report
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.		 � an explanation why that is so in our Corporate
Governance Statement on page 23 of the Annual Report
2.6 A listed entity should have a program for inducting new
directors
and
provide
appropriate
professional
development opportunities for directors to develop and
maintain the skills and knowledge needed to perform their
role as directors effectively.		 … the fact that we follow this recommendation:
�in our Corporate Governance Statement on page 24 of
the Annual Report
PRINCIPLE 3– ACT ETHICALLY AND RESPONSIBLY
3.1 A listed entity should:
(a) have a code of conduct for its directors, senior
executives and employees; and
(b) disclose that code or a summary of it.		 … o
�		 ur code of conduct or a summary of it:
at this location:
www.imugene.com
PRINCIPLE 4– SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1 The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are non-
executive directors and a majorityof whom are		 [If the entity complies with paragraph (a):]
… the fact that we have an audit committee:
�in our Corporate Governance Statement onpage 24 of		 �an explanation why the entity does not comply with
paragraphs (1) and (2) is in our Corporate Governance
Statement on page 24 of the Annual Report

5

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole
of the period above. We have disclosed …		 We haveNOT followed the recommendation in full for the
whole of the period above. We have disclosed …
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.		 the Annual Report
… and a copy of the charter of the committee:
�at this location:
www.imugene.com
… and the information referred to in paragraphs (4) and (5):
�at this location:
On pages 8 to 11 of the Annual Report
4.2 The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive
from its CEO and CFO a declaration that, in their opinion,
the financial records of the entity have been properly
maintained and that the financial statements comply with
the appropriate accounting standards and give a true and
fair view of the financial position and performance of the
entity and that the opinion has been formed on the basis
of a sound system of risk management and internal
control which is operating effectively.		 … the fact that we follow this recommendation:
�in our Corporate Governance Statement on page 24 of
the Annual Report
4.3 A listed entity that has an AGM should ensure that its
external auditor attends its AGM and is available to
answer questions from security holders relevant to the
audit.		 … the fact that we follow this recommendation:
�in our Corporate Governance Statement on page 25 of
the Annual Report
PRINCIPLE 5– MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should:
(a) have a written policy for complying with its
continuous disclosure obligations under the Listing
Rules; and
(b) disclose that policy or a summary of it.		 … our continuous disclosure compliance policy or a summary
of it:
�in our Corporate Governance Statement on page 25 of
the Annual ReportAND
�at this location:
www.imugene.com

6

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole
of the period above. We have disclosed …		 We have 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 6– RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and
its governance to investors via its website.		 … information about us and our governance on our website:
�at this location:
www.imugene.com
6.2 A listed entity should design and implement an investor
relations program to facilitate effective two-way
communication with investors.		 … the fact that we follow this recommendation:
�in our Corporate Governance Statement on page 25 of
the Annual ReportAND
�at this location:
www.imugene.com
6.3 A listed entity should disclose the policies and processes
it has in place to facilitate and encourage participation at
meetings of security holders.		 … our policies and processes for facilitating and encouraging
participation at meetings of security holders:
�in our Corporate Governance Statement on page 25 of
the Annual ReportAND
�at this location:
www.imugene.com
6.4 A listed entity should give security holders the option to
receive communications from, and send communications
to, the entity and its security registry electronically.		 … the fact that we follow this recommendation:
�in our Corporate Governance Statement on page 25 of
the Annual Report
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;		 [If the entity complies with paragraph (a):]
… the fact that we have a committee or committees to oversee
risk:
�in our Corporate Governance Statement on page 26 of
the Annual Report
… and a copy of the charter of the committee:		 �an explanation why the entity does not comply with
paragraphs (1) and (2) is in our Corporate Governance
Statement on page 24 of the Annual Report

7

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole
of the period above. We have disclosed …		 We haveNOT followed the recommendation in full for the
whole of the period above. We have disclosed …
(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.		 �at this location:
www.imugene.com
… and the information referred to in paragraphs (4) and (5):
�at this location:
On page 11 of the Annual Report
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 on page 26 of
the Annual Report
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 our risk management and
internal control processes:
�in our Corporate Governance Statement on page 26 of
the Annual Report AND
�at this location:
www.imugene.com(Risk Management Policy).
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 on page 26 of
the Annual Report
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 majorityof whom		 [If the entity complies with paragraph (a):]
… the fact that we have a remuneration committee that
complies with paragraph (2):		 �an explanation why the entity does not comply with
8.1(a)(1) is in our Corporate Governance Statement on page
XX of the Annual Report

8

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole
of the period above. We have disclosed …		 We haveNOT followed the recommendation in full for the
whole of the period above. We have disclosed …
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.
.		 �in our Corporate Governance Statement on page 27 of
the Annual Report
… and a copy of the charter of the committee:
�at this location:
www.imugene.com
… and the information referred to in paragraphs (4) and (5):
�in our Corporate Governance Statement on page 27 of
the Annual Report
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 Statement on page 27 of
the Annual Report
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 on page 27 of
the Annual Report

9

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