ION VIDEO LTD — Governance Information 2020

May 31, 2020

LINIUS TECHNOLOGIES LIMITED ACN 149 796 332

(Company)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 30 June 2019 and has been approved by the Board of the Company.

This Corporate Governance Statement discloses the extent to which the Company will follow the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations, 3[rd] Edition ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that will not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.

The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate governance duties.

Due to the current size and nature of the existing Board and the magnitude of the Company’s operations, the Board does not consider that the Company will gain any benefit from individual Board committees and that its resources would be better utilised in other areas as the Board is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company’s Board Charter, the duties that would ordinarily be assigned to individual committees are currently carried out by the full Board under the written terms of reference for those committees.

The Company’s Corporate Governance Plan is available on the Company’s website at www.linius.com/corporate-governance/ .

RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 A listed entity should have and disclose a charter which sets out the respective roles and responsibilities of the Board, the Chair and management, and includes a description of those matters expressly reserved to the Board and those delegated to management.	YES	The Company has adopted a Board Charter as part of its Corporate Governance Plan. Full details of the Board’s and Company Secretary’s roles and responsibilities are contained in the Board Charter. The Board collectively and each Director has the right to seek independent professional advice at the Company’s expense, with the Chairman’s approval, to assist them to carry out their responsibilities.

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RECOMMENDATIONS (3 [RD] EDITION) COMPLY EXPLANATION
Recommendation 1.2 YES (a) The Company has guidelines for the appointment and selection of
the Board in its Corporate Governance Plan. The Company’s
A listed entity should:
Nomination Committee Charter (in the Company’s Corporate
(a) undertake appropriate checks before appointing a person, or Governance Plan) requires the Nomination Committee (or, in its
putting forward to security holders a candidate for election, absence, the Board) to ensure appropriate checks (including checks
as a Director; and in respect of character, experience, education, criminal record and
bankruptcy history (as appropriate)) are undertaken before
(b) provide security holders with all material information
relevant to a decision on whether or not to elect or re-elect appointing a person, or putting forward to security holders a
a Director. candidate for election, as a Director.
(b) Under the Nomination Committee Charter, all material information
relevant to a decision on whether or not to elect or re-elect a
Director must be provided to security holders in the Notice of
Meeting containing the resolution to elect or re-elect a Director.
Recommendation 1.3 YES The Company’s Nomination Committee Charter requires the Nomination
Committee (or, in its absence, the Board) to ensure that each Director and
A listed entity should have a written agreement with each Director and
senior executive is a party to a written agreement with the Company which
senior executive setting out the terms of their appointment.
sets out the terms of that Director’s or senior executive’s appointment.
The Company has written agreements with each of its Directors and senior
executives.
Recommendation 1.4 YES Full details of the Board’s and Company Secretary’s roles and responsibilities
are contained in the Board Charter.
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.
Recommendation 1.5 PARTIALLY (a) The Company has adopted a Diversity Policy which provides a
YES framework for the Company to establish and achieve measurable
A listed entity should:
diversity objectives, including in respect of gender diversity. The
(a) have a diversity policy which includes requirements for the Diversity Policy allows the Board to set measurable gender diversity
Board or a relevant committee of the Board to set objectives and to assess annually both the objectives and the
measurable objectives for achieving gender diversity and to Company’s progress in achieving them.
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RECOMMENDATIONS (3 [RD] EDITION) COMPLY EXPLANATION
assess annually both the objectives and the entity’s progress (b) The Diversity Policy is available, as part of the Corporate Governance
in achieving them; Plan, on the Company’s website.
(b) disclose that policy or a summary or it; and (c)
(i) The Board does not presently intend to set measurable
(c) disclose as at the end of each reporting period:
gender diversity objectives because:
(i) the measurable objectives for achieving gender
-
the Board does not anticipate there will be a need to
diversity set by the Board in accordance with the
appoint any new Directors or senior executives due
entity’s diversity policy and its progress towards
to limited nature of the Company’s existing and
achieving them; and
proposed activities and the Board’s view that the
(ii) either:
existing Directors and senior executives have
(A) the respective proportions of men and sufficient skill and experience to carry out the
women on the Board, in senior executive Company’s plans; and
positions and across the whole -
if it becomes necessary to appoint any new Directors
organisation (including how the entity
or senior executives, the Board considered the
has defined “senior executive” for these
application of a measurable gender diversity
purposes); or
objective requiring a specified proportion of women
on the Board and in senior executive roles will, given
(B) if the entity is a “relevant employer”
the small size of the Company and the Board, unduly
under the Workplace Gender Equality
limit the Company from applying the Diversity Policy
Act, the entity’s most recent “Gender
as a whole and the Company’s policy of appointing
Equality Indicators”, as defined in the
based on skills and merit: and
Workplace Gender Equality Act.
(ii) 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) for each financial year will
be disclosed in the Company’s Annual Report.
Recommendation 1.6 YES (a) The Company’s Nomination Committee (or, in its absence, the
Board) is responsible for evaluating the performance of the Board,
A listed entity should:
its committees and individual Directors on an annual basis. It may
do so with the aid of an independent advisor. The process for this is
set out in the Company’s Corporate Governance Plan, which is
available on the Company’s website.
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RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
(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.		(b) The Company’s Corporate Governance Plan requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company intends to complete performance evaluations in respect of the Board, its committees (if any) and individual Directors for each financial year in accordance with the above process.
Recommendation 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.	YES	It is the policy of the Board to conduct evaluation of individuals’ performance. The objective of this evaluation is to provide best practice corporate governance to the Company. The Company intends to complete performance evaluations in respect of the Board, its committees (if any) and individual Directors for each financial year.
Principle 2: Structure the Board to add value
Recommendation 2.1 The Board of a listed entity should: (a) have a nomination committee which: (i) has at least three members, a majority of whom are independent Directors; and (ii) is chaired by an independent Director, and disclose: (iii) the charter of the committee; (iv) the members of the committee; and (v) as at the end of each reporting period, the number of times the committee met throughout the period	YES	Due to the Company’s current size and stage of development, the Directors do not consider it appropriate to establish a Nomination Committee. The Directors understand the need to achieve a structured Board that adds value to the Company by ensuring an appropriate mix of skills are present in Directors on the Board at all times. The responsibilities of the Board of Directors includes devising criteria for Board membership, regularly reviewing the need for various skills and experience on the Board and identifying specific individuals for nomination as Directors for review by the Board. The Board also oversees management succession plans including the Managing Director and his/her direct reports and evaluates their own performance and make recommendations for the appointment and removal of Directors. Matters such as remuneration, expectations, terms, the procedures for dealing with conflicts of interest and the availability of independent professional advice are clearly understood by all Directors, who are experienced public company Directors.

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RECOMMENDATIONS (3 [RD] EDITION) COMPLY EXPLANATION
and the individual attendances of the members at The Board collectively and each Director has the right to seek independent
those meetings; or professional advice at the Company’s expense, up to specified limits, with the
Chairman’s approval, to assist them to carry out their responsibilities.
(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, experience, independence and knowledge
of the entity to enable it to discharge its duties and
responsibilities effectively.
Under the Nomination Committee Charter (in the Company’s Corporate
Recommendation 2.2 YES
Governance Plan), the Nomination Committee (or, in its absence, the Board)
A listed entity should have and disclose a Board skill matrix setting out is required to maintain a Board that has an appropriate mix of skills and
the mix of skills and diversity that the Board currently has or is looking experience to be an effective decision-making body.
to achieve in its membership.
The Board Charter requires the disclosure of each Board member’s
qualifications and expertise. Full details as to each Director and senior
executive’s relevant skills and experience are available in the Company’s
Annual Report.
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• The Board Charter requires the disclosure of each Board member’s qualifications and expertise. Full details as to each Director and senior executive’s relevant skills and experience are available in the Company’s Annual Report. (a) The Board Charter requires the disclosure of the names of Directors considered by the Board to be independent. The Company will disclose those Directors it considers to be independent in its Annual Report and on its ASX website. The Board considers that NonExecutive Director Stephen McGovern is an independent Directors.

• (b) There are no independent Directors who fall into this category. The Company will disclose in its Annual Report and ASX website any instances where this applies and an explanation of the Board’s opinion why the relevant Director is still considered to be independent.

• (c) The Company’s Annual Report will disclose the length of service of each Director, as at the end of each financial year.

			Annual	Report.
Recommendation 2.3		YES	(a)	The Board Charter requires the disclosure of the names of Directors
A listed	entity should disclose:			considered by the Board to be independent. The Company will disclose those Directors it considers to be independent in its Annual
(a)	the names of the Directors considered by the Board to be			Report and on its ASX website. The Board considers that Non-
	independent Directors;			Executive Director Stephen McGovern is an independent Directors.
(b)	if a Director has an interest, position, association or		(b)	There are no independent Directors who fall into this category. The
	relationship of the type described in Box 2.3 of the ASX			Company will disclose in its Annual Report and ASX website any
	Corporate Governance Principles and Recommendation (3rd			instances where this applies and an explanation of the Board’s
	Edition), but the Board is of the opinion that it does not			opinion why the relevant Director is still considered to be
	compromise the independence of the Director, the nature of			independent.
	the interest, position, association or relationship in question		(c)	The Company’s Annual Report will disclose the length of service of
	and an explanation of why the Board is of that opinion; and			each Director, as at the end of each financial year.
(c)	the length of service of each Director

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RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
Recommendation 2.4 A majority of the Board of a listed entity should be independent Directors.	NO	The Board does not currently have a majority of Directors who are independent. See comment re 2.5 below. It is the Board’s intention to appoint at least one additional non-executive director.
Recommendation 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.	NO	The Chairperson is not an independent Director. Chairperson Gerard Bongiorno is an Executive director due to his involvement in the day to day operations of the business.
Recommendation 2.6 A listed entity should have a program for inducting new Directors and providing appropriate professional development opportunities for continuing Directors to develop and maintain the skills and knowledge needed to perform their role as a Director effectively.	YES	In accordance with the Company’s Board Charter, the Nominations Committee (or, in its absence, the Board) is responsible for the approval and review of induction and continuing professional development programs and procedures for Directors to ensure that they can effectively discharge their responsibilities. The Company Secretary is responsible for facilitating inductions and professional development.
Principle 3: Act ethically and responsibly
Recommendation 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.	YES	(a) The Company’s Corporate Code of Conduct applies to the Company’s Directors, senior executives and employees. (b) The Company’s Corporate Code of Conduct (which forms part of the Company’s Corporate Governance Plan) is available on the Company’s website.
Principle 4: Safeguard integrity in financial reporting
Recommendation 4.1 The Board of a listed entity should:	YES	(a) The Company does not an Audit and Risk Committee. The Company’s Corporate Governance Plan contains an Audit and Risk Committee Charter that provides for the creation of an Audit and Risk Committee (if it is considered it will benefit the Company), with at least three members, all of whom must be independent Directors, and which must be chaired by an independent Director who is not the Chair.

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RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
(a) have an audit committee which: (i) has at least three members, all of whom are non- executive Directors and a majority of whom are independent Directors; and (ii) is chaired by an independent Director, who is not the Chair of the Board, and disclose: (iii) the charter of the committee; (iv) the relevant qualifications and experience of the members of the committee; and (v) 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 financial reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.		(b) The Company does not have an Audit and Risk Committee as the Board considers the Company will not currently benefit from its establishment. In accordance with the Company’s Board Charter, the Board carries out the duties that would ordinarily be carried out by the Audit and Risk Committee.
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 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.	YES	The Company’s Audit and Risk Committee Charter requires the CEO and CFO (or, if none, the person(s) fulfilling those functions) to provide a sign off on these terms. The Company intends to obtain a sign off on these terms for each of its financial statements in each financial year.

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RECOMMENDATIONS (3RD EDITION)	COMPLY	EXPLANATION
Recommendation 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.	YES	The Company’s Corporate Governance Plan provides that the Board must ensure the Company’s external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.
Principle 5: Make timely and balanced disclosure
Recommendation 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.	YES	(a) The Board Charter provides details of the Company’s disclosure policy. In addition, the Corporate Governance Plan details the Company’s disclosure requirements as required by the ASX Listing Rules and other relevant legislation. (b) The Corporate Governance Plan, which incorporates the Board Charter, is available on the Company website.
Principle 6:Respect the rights of security holders
Recommendation 6.1 A listed entity should provide information about itself and its governance to investors via its website.	YES	Information about the Company and its governance is available in the Corporate Governance Plan which can be found on the Company’s website.
Recommendation 6.2 A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	YES	The Company has adopted a Shareholder Communications Strategy which aims to promote and facilitate effective two-way communication with investors. The Strategy outlines a range of ways in which information is communicated to shareholders and is available on the Company’s website as part of the Company’s Corporate Governance Plan.
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.	YES	The Company respects the rights of its shareholders and to facilitate the effective exercise of those rights the Company is committed to making it easy for shareholders to participate in shareholder meetings of the Company. The Company also makes available a telephone number and email address for shareholders to make enquiries of the Company.

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RECOMMENDATIONS (3 [RD] EDITION) COMPLY EXPLANATION
Recommendation 6.4 YES Shareholders are regularly given the opportunity to receive communications
electronically.
A listed entity should give security holders the option to receive
communications from, and send communications to, the entity and its
security registry electronically.
Principle 7: Recognise and manage risk
Recommendation 7.1 NO (a) The Company does not have an Audit and Risk Committee. The
Company’s Corporate Governance Plan contains an Audit and Risk
The Board of a listed entity should:
Committee Charter that provides for the creation of an Audit and
(a) have a committee or committees to oversee risk, each of Risk Committee (if it is considered it will benefit the Company), with
which: at least three members, all of whom must be independent Directors,
and which must be chaired by an independent Director.
(i) has at least three members, a majority of whom
are independent Directors; and A copy of the Corporate Governance Plan is available on the
Company’s website.
(ii) is chaired by an independent Director,
and disclose: (b) The Company does not have an Audit and Risk Committee as the
Board consider the Company will not currently benefit from its
(iii) the charter of the committee;
establishment. In accordance with the Company’s Board Charter,
(iv) the members of the committee; and the Board carries out the duties that would ordinarily be carried out
by the Audit and Risk Committee under the Audit and Risk
(v) as at the end of each reporting period, the number
Committee Charter.
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 process it
employs for overseeing the entity’s risk management
framework.
Recommendation 7.2 YES The Company’s Risk Management Policy states that the Board as a whole is
responsible for the oversight of the Company’s risk management and control
The Board or a committee of the Board should:
framework. The objectives of the Company’s Risk Management Strategy are
to:
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RECOMMENDATIONS (3 [RD] EDITION) COMPLY EXPLANATION
(a) review the entity’s risk management framework with  identify risks to the Company;
management at least annually to satisfy itself that it
 balance risk to reward;
continues to be sound; and
 ensure regulatory compliance is achieved; and
(b) disclose in relation to each reporting period, whether such a
review has taken place.  ensure senior executives, the Board and investors understand the
risk profile of the Company.
The Board monitors risk through various arrangements including:
 regular Board meetings;
 share price monitoring;
 market monitoring; and
 regular review of financial position and operations.
The Company has developed a Risk Register in order to assist with the risk
management of the Company. The Company’s Risk Management Policy is
considered a sound strategy for addressing and managing risk.
Recommendation 7.3 YES The Board performs the role of the Audit Committee. When the Board
convenes it carries various functions which include overseeing the
A listed entity should disclose:
establishment and implementation by management of a system for
(a) if it has an internal audit function, how the function is identifying, assessing, monitoring and managing material risk throughout the
structured and what role it performs; or Company, which includes the Company’s internal compliance and control
(b) if it does not have an internal audit function, that fact and systems. Due to the nature and size of the Company's operations, and the
the processes it employs for evaluating and continually Company’s ability to derive substantially all of the benefits of an independent
improving the effectiveness of its risk management and internal audit function, the expense of an independent internal auditor is not
internal control processes. considered to be appropriate.
Recommendation 7.4 YES The Company has considered its economic, environmental and social
sustainability risks by way of internal review and has concluded that it is not
A listed entity should disclose whether it has any material exposure to
subject to material economic, environmental and social sustainability risks.
economic, environmental and social sustainability risks and, if it does,
how it manages or intends to manage those risks.
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RECOMMENDATIONS (3[RD] EDITION) COMPLY

• Principle 8: Remunerate fairly and responsibly Recommendation 8.1 NO The Board of a listed entity should: (a) have a remuneration committee which: (i) has at least three members, a majority of whom are independent Directors; and

• (ii) is chaired by an independent Director, and disclose:

• (iii) the charter of the committee; (iv) the members of the committee; and (v) 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.

Recommendation 8.2

YES

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 and ensure that the different roles and responsibilities of non-executive Directors compared to executive Directors and other senior executives are reflected in the level and composition of their remuneration.

EXPLANATION

The role of a Remuneration Committee is carried out by the Board given the current size of the Company and its stage of development.

The Company’s Corporate Governance Plan contains a Remuneration Committee Charter that provides for the creation of a Remuneration Committee (if it is considered it will benefit the Company), with at least two directors, and which must be chaired by non-executive director.

The Board responsibilities include setting policies for senior officers’ remuneration, setting the terms and conditions of employment for the Managing Director (if applicable), reviewing the Company’s incentive schemes and superannuation arrangements, reviewing the remuneration of both Executive and Non-Executive Directors, recommendations for remuneration by gender and making recommendations on any proposed changes and undertaking reviews of the Managing Director’s performance, including, setting with the Managing Director (if applicable) goals and reviewing progress in achieving those goals. The Board collectively and each Director has the right to seek independent professional advice at the Company’s expense, up to specified limits, with Chairman’s approval, to assist them to carry out their responsibilities.

Non-Executive Directors are to be paid their fees out of the maximum aggregate amount approved by shareholders for the remuneration of NonExecutive Directors. Managing Director (if applicable) remuneration is set by the Board with the executive director in question not present. Full details regarding the remuneration of is included in the Remuneration Report within the Annual Report.

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RECOMMENDATIONS (3 [RD] EDITION) COMPLY EXPLANATION
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Recommendation 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.	YES	Executives and Non-Executive Directors are prohibited from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements.

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