ION VIDEO LTD — Governance Information 2021

Aug 30, 2021

LINIUS TECHNOLOGIES LIMITED ACN 149 796 332 (Company)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement is current as at 30 June 2021 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, 4[th] 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 and related policies are available on the Company’s website at www.linius.com/corporate-governance/.

RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1 A listed entity should have and disclose a board charter setting out: a) the respective roles and responsibilities of its board and management; and b) those matters expressly reserved to the board and those delegated to management.	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 (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 1.2 A listed entity should: (a) undertake appropriate checks before appointing a director, or senior executive or putting forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	YES	(a) The Company has guidelines for the appointment and selection of the Board in its Corporate Governance Plan. The Company’s Nomination Committee Charter (in the Company’s Corporate Governance Plan) requires the Nomination Committee (or, in its absence, the Board) to ensure appropriate checks (including checks in respect of character, experience, education, criminal record and bankruptcy history (as appropriate)) are undertaken before appointing a person, or putting forward to security holders a 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 A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	YES	The Company’s Nomination Committee Charter requires the Nomination Committee (or, in its absence, the Board) to ensure that each director and senior executive is a party to a written agreement with the Company which 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 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.	YES	Full details of the Board’s and Company Secretary’s roles and responsibilities are contained in the Board Charter.
Recommendation 1.5 A listed entity should: (a) have and disclose a diversity policy (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose as at the end of each reporting period:	PARTIALLY YES	(a) The Company has adopted a Diversity Policy, which is available, as part of the Corporate Governance Plan, on the Company’s website. The Policy provides a framework for the Company to establish and achieve measurable diversity objectives, including in respect of gender diversity. The Diversity Policy allows the Board to set measurable gender diversity objectives and to assess annually both the objectives and the Company’s progress in achieving them. The Diversity Policy is available, as part of the Corporate Governance Plan, on the Company’s website.

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• RECOMMENDATIONS (4[TH] EDITION) COMPLY EXPLANATION (i) the measurable objectives for achieving gender (b) The Board does not presently intend to set measurable gender diversity; diversity objectives for achieving gender diversity because:

• (i) the measurable objectives for achieving gender diversity;

• (ii) the entity’s progress towards achieving those objectives; and

• (iii) either:

• the Board does not anticipate there will be a need to appoint any new directors or senior executives due to limited nature of the Company’s existing and proposed activities and the Board’s view that the existing directors and senior executives have sufficient skill and experience to carry out the Company’s plans; and

• (A) the respective proportions of men and women on the Board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or

• if it becomes necessary to appoint any new directors or senior executives, the Board considered the application of a measurable gender diversity objective requiring a specified proportion of women on the Board and in senior executive roles will, given the small size of the Company and the Board, unduly limit the Company from applying the Diversity Policy as a whole and the Company’s policy of appointing based on skills and merit.

• (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act

• (c) The Company is not a ‘relevant employer’ under the Workplace Gender Equality Act. The respective proportions of men and women employees in the whole organisation as at 30 June 2021 were as follows:

If the entity was in the S&P/ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.

of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have						employees in the whole organisation as at 30 June 2021 were as follows:
not less than 30% of its directors of each gender within a specified period.						Representation Male Female Board and senior executives 100% 0% Other employees 81% 19% Total 86% 14%
Recommendation 1.6		YES		(a)		The Company’s Nomination Committee (or, in its absence, the Board) is
A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the Board, its committees and individual directors; and						responsible for evaluating the performance of the Board, 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.
(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 completes performance evaluations in respect of the Board, its committees (if any) and individual directors for each financial year in accordance with the above process.

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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 1.7 A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	YES	(a) It is the policy of the Board to conduct evaluation of individuals’ senior executive performance. The objective of this evaluation is to provide best practice corporate governance to the Company. The process for this is set out in the Company’s Corporate Governance Plan, which is available on the Company’s website. (b) The Company completes performance evaluations in respect of its senior executives each financial year in accordance with the above process.
Principle 2: Structure the Board to be effective and 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 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, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively.	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. The Board collectively and each director has the right to seek independent professional advice at the Company’s expense, up to specified limits, with the Chairman’s approval, to assist them to carry out their responsibilities.

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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Recommendation 2.2 YES Under the Nomination Committee Charter (in the Company’s Corporate
Governance Plan), the Nomination Committee (or, in its absence, the Board) is
A listed entity should have and disclose a Board skill matrix setting
out the mix of skills and diversity that the Board currently has or is required to maintain a Board that has an appropriate mix of skills and
looking to achieve in its membership. experience to be an effective decision-making body.
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.
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 Report and
(a) the names of the directors considered by the Board to be
on its ASX website. The Board considers that non-executive director
independent directors;
Stephen McGovern and John Wallace are independent directors.
(b) if a director has an interest, position, affiliation or
(b) There are no independent directors who fall into this category. The
relationship of the type described in Box 2.3 by the board
Company will disclose in its Annual Report and ASX website any
is of the opinion that it does not compromise the
instances where this applies and an explanation of the Board’s opinion
independence of the director, the nature of the interest,
why the relevant director is still considered to be independent.
position, association or relationship in question and an
explanation of why the Board is of that opinion; and (c) The Company’s Annual Report will disclose the length of service of each
director, as at the end of each financial year.
(c) the length of service of each director
Recommendation 2.4 NO The Board does not currently have a majority of directors who are independent.
A majority of the Board of a listed entity should be independent See comment regarding 2.5 below. The Board has during the year appointed an
directors. additional non-executive director.
Recommendation 2.5 NO The Chairperson is not an independent director. Chairperson Gerard Bongiorno is
The chair of the board of a listed entity should be an independent an executive director due to his involvement in the day to day operations of the
director and, in particular, should not be the same person as the business. The Company also has employed a CEO who is also a director of the
CEO of the entity. company.
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RECOMMENDATIONS (4TH EDITION) COMPLY	RECOMMENDATIONS (4TH EDITION) COMPLY	EXPLANATION
Recommendation 2.6 A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively. 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: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1 A listed entity should articulate and disclose its values.	YES	The Company’s website contains references to the values abided by the Company.
Recommendation 3.2 A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.	YES	The Company’s code of conduct applies to the Company’s directors, senior executives and employees. The Company’s code of conduct (which forms part of the Company’s Corporate Governance Plan) is available on the Company’s website.
Recommendation 3.3 A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy	YES	The Company’s whistleblower policy applies to the Company’s directors, senior executives and employees. The Company’s whistleblower policy is available on the Company’s website.
Recommendation 3.4 A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or a committee of the board is informed of any material breaches of that policy.	YES	The Company’s anti-bribery and corruption policy applies to the Company’s directors, senior executives and employees. The Company’s anti-bribery and corruption policy (which forms part of the Company’s Corporate Governance Plan) is available on the Company’s website.

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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1 The Board of a listed entity should: (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.	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. (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 financialposition andperformance of the entityand that the	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 (4 [TH] EDITION) COMPLY EXPLANATION
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.
Recommendation 4.3 YES The Company has appropriate processes to verify the integrity of any periodic
A listed entity should disclose its process to verify the integrity of corporate report it releases to the market that is not audited or reviewed by its
any periodic corporate report it releases to the market that is not external auditor.
audited or reviewed by an external auditor
Principle 5: Make timely and balanced disclosure
Recommendation 5.1 YES The Board Charter provides details of the Company’s disclosure policy. In
A listed entity should have and disclose a written policy for addition, the Corporate Governance Plan details the Company’s disclosure
complying with its continuous disclosure obligations under listing requirements as required by the ASX Listing Rules and other relevant legislation.
rule 3.1. The Corporate Governance Plan, which incorporates the Board Charter, is
available on the Company website.
Recommendation 5.2 YES The Company has implemented a process to ensure all board members receive a
A listed entity should ensure that its board receives all material copy of all material market announcements immediately after they have been
market announcements promptly after they have been made. made.
Recommendation 5.3 YES The Company has implemented a process to ensure that new and substantive
A listed entity that gives new and substantive investor or analyst investors or analyst presentations are released on the ASX Market
presentations should release a copy of the presentation materials Announcements Platform ahead of the presentation.
on the ASX Market Announcements Platform ahead of the
presentation.
Principle 6: Respect the rights of security holders
Recommendation 6.1 YES Information about the Company and its governance is available in the Corporate
A listed entity should provide information about itself and its Governance Plan which can be found on the Company’s website.
governance to investors via its website.
Recommendation 6.2 YES The Company has adopted a Shareholder Communications Strategy which aims
to promote and facilitate effective two-way communication with investors. The
A listed entity should design and implement an investor relations
program to facilitate effective two-way communication with Strategy outlines a range of ways in which information is communicated to
investors. shareholders and is available on the Company’s website as part of the Company’s
Corporate Governance Plan.
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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
Recommendation 6.3 A listed entity should disclose how it facilitates and encourages 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.
Recommendation 6.4 A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by poll rather than show of hands.	YES	The Company conducts voting at its general meetings by poll for all resolutions put to a general meeting.
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 registry electronically.	YES	Shareholders are regularly given the opportunity to receive communications electronically.
Principle 7: Recognise and manage risk
Recommendation 7.1 The Board of a listed entity should: (a) have a committee or committees to oversee risk, each of 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	YES	(a) The Company does not have 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. A copy of the Corporate Governance Plan is available on the Company’s website. (b) The Company does not have an Audit and Risk Committee as the Board consider 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 under the Audit and Risk Committee Charter.

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RECOMMENDATIONS (4TH EDITION)	COMPLY	EXPLANATION
(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 The Board or a committee of the Board should: (a) review the entity’s risk management framework with management 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.	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 framework. The objectives of the Company’s Risk Management Strategy are to:  identify risks to the Company;  balance risk to reward;  ensure regulatory compliance is achieved; and  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’s Risk Management Policy is considered a sound strategy for addressing and managing risk and has been reviewed during the period.
Recommendation 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.	YES	The Board performs the role of the Audit Committee. When the Board convenes it carries various functions which include overseeing the establishment and implementation by management of a system for identifying, assessing, monitoring and managing material risk throughout the Company, which includes the Company’s internal compliance and control systems. Due to the nature and size of the Company's operations, and the Company’s ability to derive substantially all of the benefits of an independent internal audit function, the expense of an independent internal auditor is not considered to be appropriate.

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RECOMMENDATIONS (4 [TH] EDITION) COMPLY EXPLANATION
Recommendation 7.4 YES The Company has considered its environmental or social risks by way of internal
A listed entity should disclose whether it has any material exposure review and has concluded that it is not subject to material economic,
to environmental or social risks and, if it does, how it manages or environmental and social sustainability risks.
intends to manage those risks.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1 YES The role of a Remuneration Committee is carried out by the Board given the
The Board of a listed entity should: current size of the Company and its stage of development.
(a) have a remuneration committee which: The Company’s Corporate Governance Plan contains a Remuneration Committee
Charter that provides for the creation of a Remuneration Committee (if it is
(i) has at least three members, a majority of whom
considered it will benefit the Company), with at least two directors, and which
are independent directors; and
must be chaired by non-executive director.
(ii) is chaired by an independent director, and
The Board responsibilities include setting policies for senior officers’
disclose:
remuneration, setting the terms and conditions of employment for the managing
(iii) the charter of the committee;
director (if applicable), reviewing the Company’s incentive schemes and
(iv) the members of the committee; and superannuation arrangements, reviewing the remuneration of both executive
(v) as at the end of each reporting period, the and non-executive directors, recommendations for remuneration by gender and
number of times the committee met making recommendations on any proposed changes and undertaking reviews of
throughout the period and the individual the managing director’s performance, including, setting with the managing
attendances of the members at those meetings; director (if applicable) goals and reviewing progress in achieving those goals. The
or Board collectively and each director has the right to seek independent
professional advice at the Company’s expense, up to specified limits, with
(b) if it does not have a remuneration committee, disclose
Chairman’s approval, to assist them to carry out their responsibilities.
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 Non-executive directors are to be paid their fees out of the maximum aggregate
A listed entity should separately disclose its policies and practices amount approved by shareholders for the remuneration of non-executive
regarding the remuneration of non-executive directors and the directors. managing director (if applicable) remuneration is set by the Board with
remuneration of executive directors and other senior executives 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 (4 [TH] 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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