INOVIQ LTD — Governance Information 2019

Aug 18, 2019

` Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

Name of entity:
BARD1 LIFE SCIENCES LIMITED
ABN / ARBN: 58 009 070 384	Financial year ended:
58 009 070 384	30 JUNE 2019

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

☒ These pages of our annual report:

☒ This URL on our website: www.bard1.com

The Corporate Governance Statement is accurate and up to date as at 15 August 2019 and has been approved by the board.

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

Date: 16 August 2019 Name of Director or Secretary authorising P Collinson lodgement: Company Secretary

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period. Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

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

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

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.

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ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	… the fact that we follow this recommendation: ☐in our Corporate Governance Statement included in our Annual Report OR ☒at www.bard1.com/investors/corporate-governance … 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): ☒ at www.bard1.com	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement ☒at www.bard1.com/investors/corporate-governance	☐ an explanation why that is below: ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	… the fact that we follow this recommendation: ☐in our Corporate Governance Statement OR ☐at [insert location]	☒ an explanation why that is so is below: ☐ we are an externally managed entity and this recommendation is therefore not applicable The Company has consultancy/employment agreements with 2 Non- Executive Directors, CEO; CSO and Company Secretary The Board does not have any other consultancy or employment agreements in place.
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 included in our Annual Report OR ☒at www.bard.1.com/investors/corporate-governance	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
1.5	A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.	… the fact that we have a diversity policy that complies with paragraph (a): ☐in our Corporate Governance Statement included in our Annual Report OR ☐at [insert location] … and a copy of our diversity policy or a summary of it: ☒ at www.bard1.com/investors/corporate-governance and the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: ☐in our Corporate Governance StatementOR ☐at [insert location] … and the information referred to in paragraphs (c)(1) or (2): ☒in our Corporate Governance Statement OR ☒at www.bard1.com/investors/corporate-governance	☒ an explanation why that is so is below: ☐ we are an externally managed entity and this recommendation is therefore not applicable The Board considers that, due to the small size and nature of the Company, setting Measurable Objectives for a Diversity Policy at this time is not practical. The Board is conscious of the benefits diversity can bring and will consider setting Measurable Objectives as the Company increases in size and complexity. The Company has adopted a Diversity Policy which is available in the corporate governance section of the Company's website. The Company currently has six employees (including Directors) of which three are women with one woman being on the Board. BARD1 is an Equal Opportunity Employer and encourages diversity in the workplace.
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 OR ☐at [insert location] … and the information referred to in paragraph (b): ☐in our Corporate Governance Statement OR ☐at [insert location]	☒ an explanation why that is below: ☐ we are an externally managed entity and this recommendation is therefore not applicable The Board as a whole undertakes a self-evaluation. There have been no performance evaluations during the year.
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 OR ☐at [insert location] … and the information referred to in paragraph (b): ☐in our Corporate Governance Statement OR ☐at [insert location]	☒ an explanation why that is below: ☐ we are an externally managed entity and this recommendation is therefore not applicable The Company has three executives being the CEO, CSO and the Company Secretary. The Board considers that, due to the size, nature and stage of development of the Company, a formal evaluation process is not required at this stage, however the Board realises the importance of implementing such a process as the Company develops There have been no performance evaluations during the year.

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	[If the entity complies with paragraph (a):] … the fact that we have a nomination committee that complies with paragraphs (1) and (2): ☐in our Corporate Governance Statement ☐at: … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☐at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively: ☒in our Corporate Governance StatementOR ☐at [insert location]	☒ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable The Board of BARD1 performs the role of the Nomination Committee due to the small size of the Company. All Directors nominated are assessed by the Board to ensure that the most suitably qualified person is appointed, regardless of gender. The Board intends to reassess the viability of putting a nomination committee in place upon growth of the Company.
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	… our board skills matrix: ☒in our Corporate Governance Statement ☐www.bard1.com/investors/corporate-governance	☐ an explanation why that is below: ☐ we are an externally managed entity and this recommendation is therefore not applicable .

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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 at www.bard1.com/investors/corporate-governance ☐at: in the Directors’ Report contained in the Company’s Annual Report … and, where applicable, the information referred to in paragraph (b): ☐in our Corporate Governance Statement OR ☒at: in the Directors’ Report contained in the Company’s Annual Report … and the length of service of each director: ☐in our Corporate Governance StatementOR ☒at : in the Directors’ Report contained in the Company’s Annual Report	☐ an explanation why that is so in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	… the fact that we follow this recommendation: ☒in the Directors Report contained in the Company’s Annual Report; and ☒at www.bard1.com/investors-corporate governance	☐ an explanation why that is below: ☐ we are an externally managed entity and this recommendation is therefore not applicable .
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	… the fact that we follow this recommendation: ☒in the Directors Report contained in the Company’s Annual report; and ☒at www.bard1.com/investors-corporate governance	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement ☒at www.bard1.com/investors-corporate governance	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	… our code of conduct or a summary of it: ☒in our Corporate Governance Statement ☒at www.bard1.com/investors/corporate-governance	☐an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	[If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2): ☐in our Corporate Governance Statement OR ☐at [insert location] … and a copy of the charter of the committee: ☐at ☐in our Corporate Governance Statement OR ☐at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner: ☒in our Corporate Governance Statement OR ☐at [insert location]	☒ an explanation why that is so in our Corporate Governance Statement The Board believes that the Company is not of a size, nor are its financial affairs of such compexity to justify a separate audit committee. All matters which might be dealt with by such a committee are subject to the full scrutiny of the board and an independent financial consultant. This decision will be reviewed as the Company develops and upon consultation with the Company’s external auditors.
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 ☒at www.bard1.com/investors-corporate governance	☐ an explanation why that is so in our Corporate Governance Statement
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 ☐at www.bard1.com/investors-corporate governance	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity that does not hold an annual general meeting and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 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 ☒at www.bard1.com/investors-corporate governance	☐ an explanation why that is so in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	… information about us and our governance on our website: ☒www.bard1.com/investors-corporate governance	☐an explanation why that is so in our Corporate Governance Statement
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement ☒at www.bard1.com/investors-corporate governance	☐ an explanation why that is so in our Corporate Governance Statement
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	… our policies and processes for facilitating and encouraging participation at meetings of security holders: ☒in our Corporate Governance Statement ☒at www.bard1.com/investors-corporate governance	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity that does not hold periodic meetings of security holders and this recommendation is therefore not applicable
6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement ☒at www.bard1.com/investors-corporate governance	☐ an explanation why that is so is below:

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	[If the entity complies with paragraph (a):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): ☐in our Corporate Governance Statement included in our Annual Report OR ☐at : … and a copy of the charter of the committee: ☐at … and the information referred to in paragraphs (4) and (5): ☒in our Corporate Governance Statement ☒at www.bard1.com/investors-corporate governance [If the entity complies with paragraph (b):] … the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework: ☐in our Corporate Governance Statement OR ☐at [insert location]	☒ an explanation why that is below: The Board as a whole evaluates and controls the Company’s operations and objectives. The Board recognises the need to identify areas of significant business risk and to develop and implement strategies to mitigate these risks. The Board intends to reassess the implementation of a committee upon growth of the Company.
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: ☐in our Corporate Governance Statement included in our Annual Report OR ☐at [insert location] … and that such a review has taken place in the reporting period covered by this Appendix 4G: ☐in our Corporate Governance StatementOR ☐at [insert location]	☒ an explanation why that is so is below: The Board as a whole evaluates and controls the Company’s operations and objectives. The Board recognises the need to identify areas of significant business risk and to develop and implement strategies to mitigate these risks.

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	[If the entity complies with paragraph (a):] … how our internal audit function is structured and what role it performs: ☒in our Corporate Governance Statement ☐at www.bard1.com/investors-corporate governance [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 ☒ Given the Company’s current small size, and limited level of operations, the Board of Directors directly oversees the Company’s risk management systems, and monitors its accounting functions.	☐ an explanation why that is so in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: ☒in our Corporate Governance Statement ☒at www.bard1.com/investors-corporate governance	☐ an explanation why that is below:

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	[If the entity complies with paragraph (a):] … the fact that we have a remuneration committee that complies with paragraphs (1) and (2): ☐in our Corporate Governance Statement OR ☐at [insert location] … and a copy of the charter of the committee: ☐ … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR ☐in the Directors Report which forms part of the Annual Financial Statements [If the entity complies with paragraph (b):] … the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: ☒in our Corporate Governance Statement ☒at www.bard1.com/investors-corporate governance	☒ an explanation why that is so in our Corporate Governance Statement ☐ we are an externally managed entity and this recommendation is therefore not applicable The Company has not appointed a remuneration committee. All such matters which might be dealt with by such a committee are subject to the full scrutiny of the board. This situation will be reviewed as the Company develops.
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 included in our Annual Report OR ☒in the Remuneration Report which forms part of the Annual Financial Statements	☐ an explanation why that is below: ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	… our policy on this issue or a summary of it: ☐in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☒ w e 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

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	… the information referred to in paragraphs (a) and (b): ☐in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	… the terms governing our remuneration as manager of the entity: ☐in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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CORPORATE GOVERNANCE STATEMENT

INTRODUCTION AND PURPOSE

The Board of BARD1 Life Sciences Limited (BARD1 or the Company) is responsible for the corporate governance of the Group and guides and monitors the business on behalf of its shareholders. The Board has strived to reach a balance between industry best practice and appropriate policies for BARD1 in terms of its size, stage of development and role in the biotechnology industry. BARD1 performed a review of its Board policies and governance practices with reference to the eight Principles of Good Corporate Governance (Principles) and the Best Practice Recommendations (Recommendations) established by the ASX Corporate Governance Council. The Recommendations are not mandatory and cannot, in themselves, prevent corporate failure or poor corporate decision-making. They are intended to provide a reference point for companies regarding their corporate governance structures and practices.

The Directors have considered each of the core Principles and Recommendations applicable for the year ended 30 June 2019. There are instances where BARD1 would not benefit from compliance with the Recommendations, and in some instances BARD1 has not had the resources to comply. The Recommendations that were not adopted are discussed in the Corporate Governance Statement located on the Company’s website.

BARD1’s Corporate Governance Statement, which summarises the Group’s corporate governance practices and incorporates the disclosures required by the ASX Principles, can be viewed on the Company’s website at www.bard1.com/investors/corporate-governance/

PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

ASX Recommendation 1.1: a listed entity should establish the functions reserved to the board and those delegated to senior executives and disclose those functions

The role of the Board is to represent the interests of shareholders by providing good governance and strategic direction. BARD1 has adopted a Board Charter setting out the matters reserved to it, including its function and responsibilities and those delegated to management.

The Board Charter is available in the corporate governance section of the Company's website.

ASX Recommendation 1.2: a listed entity should undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election as a director and provide security holders with all material information relevant to a decision on whether or not to elect or reelect a director

BARD1 considers the character, industry and relevant experience, education and skill set, as well as interests and associations of candidates for appointment to the Board and conducts appropriate checks to verify the suitability of the candidate, prior to their election.

The Company appointed two non-executive directors during the year.

BARD1 ensures that all information in relation to Director/(s) seeking reappointment is set out in the Directors report and Notice of Annual General Meeting.

ASX Recommendation 1.3: a listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment.

The roles and responsibilities of Directors are set out in a Letter of Appointment which Directors commit to on their appointment to BARD1. The Letter of Appointment sets out the major provisions such as time commitment, expectations in relation to committee work or any other special duties attaching to the Director position, reporting lines, disclosure obligations in relation to personal interests, confidentiality obligations,

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insurance and indemnity entitlements and details of the Company’s governance policies. A copy of the governance policies can be found on the Company’s website.

Each Senior Executive enters into an Executive Employment Agreement that sets out the material terms of employment, including a description of position and duties, reporting lines, remuneration arrangements and termination rights and entitlements. Contract details of those Senior Executives who are designated as key management personnel (KMP) are summarised in the Remuneration Report section of the Annual Report.

ASX Recommendation 1.4: the Company Secretary of a listed company should be accountable directly to the board, through the Chair, on all matters to do with the proper functioning of the board.

The Board Charter provides for the Company Secretary to be accountable directly to the board through the Chair. The Company secretary is accountable to the Board for ensuring the Company’s corporate governance processes are adequate. The appointment or removal of the Company Secretary is a matter for the Board.

ASX Recommendation 1.5: a listed entity should:

• have a diversity policy which includes the requirement for the board to set measurable objectives for achieving gender diversity and assess annually the objectives and the entity’s progress to achieving them;

• disclose the policy or a summary of it;

• disclose the measurable objectives and progress towards achieving them; and

• disclose the respective proportions of men and women on the board and at each level of management and the company as a whole

The Company has adopted a Diversity Policy which is available in the corporate governance section of the Company's website.

The Company currently has six employees (including Directors) of which three are women with one woman being on the Board. BARD1 is an Equal Opportunity Employer and encourages diversity in the workplace.

ASX Recommendation 1.6: a listed entity should disclose the process for evaluating the performance of the board, its committees and individual directors and whether a performance evaluation was carried out during the reporting period in accordance with that process.

The Board of BARD1 is responsible for reviewing its own performance conducted by the Chairperson and Directors.

An evaluation process was conducted during the year upon the appointment of 2 incoming directors..

ASX Recommendation 1.7: a listed entity should have and disclose a process for periodically evaluating the performance of its senior executives and disclose in relation to each reporting period where a performance evaluation was undertaken in accordance with a process .

The Company has three executives being the Chief Executive Officer, Chief Scientific Officer and the Company Secretary. The Board considers that, due to the size, nature and stage of development of the Company, a formal evaluation process is not required at this stage, however the Board realises the importance of implementing such a process as the Company develops.

PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE

ASX Recommendation 2.1: The board of a listed entity should establish a nomination committee:

• with at least three members the majority of which are independent directors

• chaired by an independent Director; and

• disclose the charter of the committee, the members of the committee and the number of times the committee met throughout the period and member attendance at those meetings

The Board of BARD1 performs the role of the Nomination Committee due to the small size of the Company. All Directors nominated are assessed by the Board to ensure that the most suitably qualified person is appointed, regardless of gender.

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ASX Recommendation 2.2; 2.3 and 2.4:

As at the date of this report the Board of BARD1 comprises 4 Directors, 3 of who are independent directors.

Mr Peter Gunzburg

Non-Executive Chairman (appointed 24 September 2001)

Dr Irmgard Irminger-Finger

Executive Director/Chief Scientific Officer (appointed 16 June 2016)

Mr Max Johnston

Non-Executive Director (appointed 17 June 2019)

Mr Philip Powell

Non-Executive Director (appointed 17 June 2019)

The Directors have a combination of commercial acumen and experience in the biotechnology industry and capital markets. The relevant qualifications and background of each Director are set out in the Directors’ Report section of the Company’s Annual Report.

The Board has adopted the Council’s recommendation for assessing Director Independence. To be assessed as independent a Director must fulfil a number of criteria as outlined in the ASX Corporate Governance Principles. As at the date of this report 3 Directors are independent. Dr Irmgard Irminger-Finger is BARD1’s largest shareholder and therefore is not considered as independent.

ASX Recommendation 2.5: The Chair of a listed entity should be an independent director

The Chairman of BARD1 is considered to be independent, as discussed above. The Chairman is NonExecutive at the date of this report.

The role of Chairman and the Chief Executive Officer are not performed by the same person.

ASX Recommendation 2.6: a listed entity should have a program for inducting new directors and provide appropriate professional development opportunities

The Board is of BARD1 responsible for providing new directors with an induction to the Company and a program for providing adequate professional development opportunities for directors and management.

The Company provides access to independent professional advice at the Company’s expense, unless the Board determines otherwise.

PRINCIPLE 3: ACT ETHICALLY AND RESPONSIBLY

ASX Recommendation 3.1: a listed entity should establish a code of conduct and disclose the code or a summary of the code.

The Company has established a Code of Conduct which requires all business affairs to be conducted legally, ethically and with integrity. The Code of Conduct documents all the practices necessary to maintain confidence in the Company’s integrity and these practices are in line with the Council’s guidelines on good corporate governance. The Code of Conduct requires all employees and Directors to:

• have respect for persons;

• comply with the law;

• act with integrity;

• act with diligence

• carry out their role responsibly

• A copy of the Company’s Code of Conduct is available in the corporate governance section of the Company's website.

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PRINCIPLE 4: SAFEGUARD INTEGRITY IN FINANCIAL REPORTING

ASX Recommendation 4.1: The Board of a listed entity should establish an audit committee:

• with at least three members, all of whom are non-executive directors and a majority of which are independent directors

• chaired by an independent Director; and

• disclose the charter of the committee, the members of the committee and the number of times the committee met throughout the period and member attendance at those meetings

Given the present size and complexity of the Company the Board has not constituted an Audit Committee. The full Board carries out the role of an Audit Committee. The Board meets with the external auditors as a whole.

ASX Recommendation 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 Board receives the assurance required by ASX Recommendation 4.2 in respect of the financial statements for both the half-yearly and full year financial statements from the CEO, Consultant Financial Accountant and Company Secretary as required under section 295A of the Corporations Act 2001

ASX Recommendation 4.3: a listed entity should ensure that the external auditor attends its Annual General Meeting and is available to answer questions from security holders relevant to the audit.

The Company’s external audit function is conducted by Ernst & Young. Representatives of Ernst & Young, attend the AGM each year and are available to answer questions from shareholders relevant to the audit and financial statements.

PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE

ASX Recommendation 5.1: a listed entity should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies.

The Company Continuous Disclosure Policy complies with the Council’s continuous disclosure requirements. The Company ensures that all Directors, senior executives and employees of the Company understand their responsibilities under the policy. BARD1’s announcements are made in a timely manner, are factual, do not omit material information and are expressed in a clear and objective manner that allows investors to assess the impact of the information when making investment decisions.

A copy of the Company’s Continuous Disclosure Policy is available in the corporate governance section of the Company's website.

PRINCIPLE 6: RESPECT THE RIGHTS OF SHAREHOLDERS

ASX Recommendation 6.1: a listed entity should provide information about itself and its governance to investors via its website

BARD1 keeps investors informed of its corporate governance practices, policies, announcements made to the market including investor presentations, annual and half yearly financial results by publication on the Company’s website as soon as they have been released by the ASX.

ASX Recommendation 6.2: a listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors

BARD1’s CEO is the Company’s main contact for investors and potential investors and is available to discuss the Company’s activities when requested, together with Directors as required. Shareholders are encouraged to ask questions at the Company’s AGM.

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ASX Recommendation 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

The Company encourages participation of shareholders at any general meetings and its Annual General Meeting each year. Given the size of the Company and related cost issues, BARD1 does not provide an electronic broadcast of shareholder meetings.

ASX Recommendation 6.4: a listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security register electronically

BARD1 provides shareholders with the option to receive communications from the Company and the share registry electronically. The Company communicates with its shareholders using ASX announcements, the Company’s website, Annual Report and AGM. ASX announcements can be accessed via the Company’s website.

PRINCIPLE 7: RECOGNISE AND MANAGE RISK

ASX Recommendation 7.1: The Board of a listed entity should have a committee to oversee risk:

• with at least three members, all of whom are non-executive directors and a majority of which are independent directors

• chaired by an independent Director; and

• disclose the charter of the committee, the members of the committee and the number of times the committee met throughout the period and member attendance at those meetings

Given the present size and complexity of the Company the Board has not constituted a Risk Committee with the full Board responsible for risk management.

ASX Recommendation 7.2: The Board or a committee of the Board, of a listed entity should review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and disclose in relation to each reporting period whether such a review was undertaken

The full Board is responsible for the oversight of the Company’s risk management and control framework.

ASX Recommendation 7.3: a listed entity should disclose if it has an internal audit function and if it does not have an internal audit function that fact and the processes it employs for evaluating and continually improving the effectiveness of risk management and internal control processes

The Company does not have an internal audit function due to the size of the Company, the Board as a whole reviews reported risks at Board meetings.

ASX Recommendation 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.

The Company has exposure to economic risks, including general economy wide economic risks and risks associated with the economic cycle. The Company has in place risk management procedures and processes to identify, manage and minimise its exposure to these economic risks where appropriate

The Board considers that the Company does not have any material exposure to environmental risk.

PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY

ASX Recommendation 8.1: The board of a listed entity should establish a remuneration committee:

• with at least three members the majority of which are independent directors

• chaired by an independent Director; and

• disclose the charter of the committee, the members of the committee and the number of times the committee met throughout the period and member attendance at those meetings

Given the present size and complexity of the Company the Board has not constituted a Remuneration Committee. The Board as a whole acts as the Remuneration Committee.

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ASX Recommendation 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

The Board has a whole is responsible for determining, recommending and reviewing compensation arrangements for Directors, the Chairman and Senior Executives consistent with ASX Principle 8.

Directors are paid a fixed annual fee for their service to the Company as Non-Executive Directors. NonExecutive Directors may, subject to shareholder approval, be granted equity based remuneration.

Executives of the Company typically receive remuneration comprising a base salary component and other fixed benefits based on the terms of their employment agreements with the Company and potentially the ability to participate in bonus arrangements and may, subject to shareholder approval, if appropriate, be granted equity based remuneration.

ASX Recommendation 8.3: a listed entity which has an equity based remuneration scheme should have a policy on whether participants are permitted to enter into transactions which limit the economic risk of participating in the scheme and disclose the policy or a summary of that policy.

A participant in an equity based remuneration plan operated by the Company must not enter into a transaction (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the equity based remuneration plan.