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Life360, Inc. — Governance Information 2021
Feb 24, 2021
30724_rns_2021-02-24_06eb3db9-e104-4e3b-b883-53d1857ba0c4.pdf
Governance Information
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LIFE 360, INC.
ARBN 629 412 942
(the Company)
Corporate Governance Statement
This Corporate Governance Statement sets out the Company's current compliance with the fourth edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations ( Principles and Recommendations ).
The Board of the Company currently has in place corporate governance policies and charters which have been posted in a dedicated corporate governance information section on the Company's website at investors.life360.com.
| PRINCIPLES AND RECOMMENDATIONS | PRINCIPLES AND RECOMMENDATIONS | COMPLY (Yes/No) |
EXPLANATION |
|---|---|---|---|
| 1. | Lay solid foundations for management and oversight | ||
| 1.1 | A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management. |
Yes | The respective roles and responsibilities of the Board and management are defined under the Board Charter, a copy of which is available on the Company's website at investors.life360.com. There is a clear delineation between the Board's responsibility for the Company's strategy and activities, and the day-to-day management of operations conferred upon officers of the Company. |
| 1.2 | A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive, or putting someone forward for election as a director; and |
Yes | The process for selection, appointment, and re-appointment of directors is detailed in the Remuneration and Nomination Committee Charter, a copy of which is available on the Company's website atinvestors.life360.com. Under the |
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| (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. |
Remuneration and Nomination Committee Charter, shareholders are required to be provided with all material information in the Committee's possession relevant to a decision on whether or not to elect or re-elect a director including, biographical details, qualifications, a statement as to whether the Board supports the nomination of the director and the degree of independence of the director and, details of any existing directorships held. These details are included in the Notice of Annual Meeting sent to shareholders in relation to the items of business for the election or re-election of directors. The Board is involved in the process for selection for senior executives at the Company. |
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| 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 has in place and requires each director and senior executive to execute a written agreement setting out the terms of their appointment. |
| 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. |
No | The Company has appointed Jeremy Liegl, General Counsel as the Company secretary as of February 25, 2020. The Company has engaged Company Matters Pty Ltd to act as its ASX Representative under Listing Rule 12.6. Graeme Blackett has been appointed as the Company’s ASX Listing rule 12.6 Representative responsible for communication with the ASX in relation to listing rule matters. |
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| 1.5 | A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. |
1.5 (a) Yes 1.5 (b) No 1.5 (c) (1) & (2) No 1.5 (c) (3) Yes |
The Company has adopted a Diversity Policy, a copy of which is available on the Company's website at www.life360.com. The Diversity Policy requires the Board to establish measurable objectives to assist the Company to achieve gender diversity and to assess the Company's progress in achieving these objectives. Due to our Head of HR position being vacant for a meaningful portion of 2020, measurable objectives were not set during the year ended December 31, 2020. The Head of HR vacancy was filled in January 2021 and we are finalizing our 2021 objectives now. The Remuneration and Nomination Committee will report to the Board on the Company's progress towards achieving its measurable objectives. The Company has not yet adopted measurable objectives as it has only recently listed on the ASX. The Board is considering adopting appropriate measurable objectives which will be disclosed in future annual reports. The respective proportion of men and women on the Board, in senior executive positions and across the whole organisation as at 31 December 2020, are as follows: Female Male Board 14% 86% Senior Executive* 15% 85% |
The Company has adopted a Diversity Policy, a copy of which is available on the Company's website at www.life360.com. The Diversity Policy requires the Board to establish measurable objectives to assist the Company to achieve gender diversity and to assess the Company's progress in achieving these objectives. Due to our Head of HR position being vacant for a meaningful portion of 2020, measurable objectives were not set during the year ended December 31, 2020. The Head of HR vacancy was filled in January 2021 and we are finalizing our 2021 objectives now. The Remuneration and Nomination Committee will report to the Board on the Company's progress towards achieving its measurable objectives. The Company has not yet adopted measurable objectives as it has only recently listed on the ASX. The Board is considering adopting appropriate measurable objectives which will be disclosed in future annual reports. The respective proportion of men and women on the Board, in senior executive positions and across the whole organisation as at 31 December 2020, are as follows: Female Male Board 14% 86% Senior Executive* 15% 85% |
The Company has adopted a Diversity Policy, a copy of which is available on the Company's website at www.life360.com. The Diversity Policy requires the Board to establish measurable objectives to assist the Company to achieve gender diversity and to assess the Company's progress in achieving these objectives. Due to our Head of HR position being vacant for a meaningful portion of 2020, measurable objectives were not set during the year ended December 31, 2020. The Head of HR vacancy was filled in January 2021 and we are finalizing our 2021 objectives now. The Remuneration and Nomination Committee will report to the Board on the Company's progress towards achieving its measurable objectives. The Company has not yet adopted measurable objectives as it has only recently listed on the ASX. The Board is considering adopting appropriate measurable objectives which will be disclosed in future annual reports. The respective proportion of men and women on the Board, in senior executive positions and across the whole organisation as at 31 December 2020, are as follows: Female Male Board 14% 86% Senior Executive* 15% 85% |
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| Female | Male | |||||
| Board | 14% | 86% | ||||
| Senior Executive* | 15% | 85% |
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| All employees | 28% | 72% | ||||
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| 1.6 | A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation was undertaken in accordance with that process during or in respect of that period. |
1.6 (a) Yes 1.6(b) No |
Under the Board Charter, the Board will at least once per year, with the advice and assistance of the Remuneration and Nomination Committee, to review and evaluate the performance of the Board, its Committees and individual directors against the relevant charters, corporate governance policies, and agreed goals and objectives (as applicable). The Board conducts the review at the beginning of each calendar year for the previous 12 months. The Board conducted its annual review process for 2019 in early 2020 and is currently conducting its review process for 2020. |
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| 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 was undertaken in the reporting period in accordance with that process or in respect of that period. |
Yes | Under the Board Charter, the Board (with the advice and assistance of the Remuneration and Nomination Committee) is responsible for reviewing and approving the performance of the members of the executive leadership team. During the year ended December 31, 2020, performance reviews of the executive leadership team was undertaken biannually. |
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| 2. | Structure the board to add value | ||
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| 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. |
Yes | The Board has established a Remuneration and Nomination Committee to oversee the selection and appointment practices of the Company. The Remuneration and Nomination Committee is governed by a Remuneration and Nomination Committee Charter, which is available on the Company's website atinvestors.life360.com. The Remuneration and Nomination Committee consists of three members: Mark Goines, John Philip Coghlan and Brit Morin. All members of the Remuneration and Nomination Committee are independent non-executive directors. The Remuneration and Nomination Committee is chaired by Mark Goines, who is an independent director for ASX purposes. The Remuneration and Nomination Committee Charter prohibits a member of the Committee from being present for discussions at a Committee meeting on, or to vote on a matter regarding, his or her election, re-election, or removal. The number of times the Committee met and the individual attendance of the members at those meetings is set out in the annual report. |
| 2.2 | A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership. |
Yes | The Company's Remuneration and Nomination Committee is responsible for regularly reviewing the size, composition and skills of the Board to ensure that the Board is able to discharge its duties and responsibilities effectively and to identify any gaps in the skills or experience of the Board. The Company performs |
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| a board skills matrix analysis annually. The Company will provide details of the Board’s skills in its Annual Report. |
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| 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. |
Yes | The Company assesses the independence of its directors against the requirements for independence set out in the Board Charter which reflect the independence criteria set out in the ASX Corporate Governance Principles. Director independence is initially assessed upon each director's appointment and reviewed each year, or as required when a new personal interest or conflict of interest is disclosed. Directors are required to disclose all actual or potential conflicts of interest on an ongoing basis. John Philip Coghlan, Brit Morin, Mark Goines, James Synge and David Wiadrowski are the directors considered by the Board to be independent for ASX purposes. Chris Hulls is not considered to be independent due to his executive role as CEO with the Company. Alex Haro is not considered to be independent due to his executive role with the Company in 2019. The length of service of each director on the Board is as follows: • John Coghlan - appointed 18 November 2009 • Chris Hulls - appointed 17 April 2007 • Alex Haro - appointed 25 June 2014 |
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| • Brit Morin - appointed 24 January 2018 • Mark Goines - appointed 10 May 2019 • James Synge - appointed 10 May 2019 • David Wiadrowski - appointed 10 May 2019 |
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| 2.4 | A majority of the board of a listed entity should be independent directors. |
Yes | The Company has 7 directors and 5 of these are considered independent for ASX purposes. The Board believes that the current mix of directors is appropriate for the Company's business and circumstances and is in the best interests of shareholders as a whole. Further, the Board believes that, the Board as a whole is not hindered in its ability to exercise independent view and judgement. The Board is mindful of the recommendation that a majority of the Board should be independent directors and will continue to take this into consideration when considering the future nomination, election or re-election of directors to the Board. |
| 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. |
Yes | The Chairman of the Board is John Coghlan. John Coghlan is considered an independent director for ASX purposes. The roles of Chairman and CEO are exercised by two separate individuals. The role of CEO is held by Chris Hulls. |
| 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 | The Company's Remuneration and Nomination Committee is responsible for establishing and facilitating induction for new directors and providing new directors with all such information and advice which may be considered necessary or desirable for the director to commence their appointment to the Board. |
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| The Company's Remuneration and Nomination Committee is also responsible for providing directors with access to continuing education for directors for the purpose of updating and maintaining their skills and knowledge to perform their roles as directors effectively. A copy of the Nomination Committee Charter is available on the Company's website atinvestors.life360.com. |
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| 3 | Instill a culture of acting lawfully, ethically and responsibly | ||
| 3.1 | A listed entity should articulate and disclose its values. | The Company’s Core values are: 1) User Experience Comes First • Having the best UX is our long-term strategic differentiator 2) Know “Peggy” • We are building for families; learn their needs 3) Take Big Swings • Don’t settle for easy wins. Take risks that can 10x our business 4) Be 100% Dependable • We value flexibility. This only works if we can count on each other 5) Be a Good Person • Everyone at Life360 is a well-intentioned human being |
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| 3.2 | A listed entity should: (a) have 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 has adopted a Code of Conduct which applies to all directors, officers and employees of the Company as well as a Securities Trading Policy. Each of these has been prepared having regard to the ASX Corporate Governance Principles and Recommendations and is available on the Company's website atinvestors.life360.com. In the event that there are any material breaches of the Code of Conduct, such breaches are brought to the attention of the Board. No breaches were advised to the board during the year ended December 31, 2020. |
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| 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 | As part of a governance review, the Board approved and adopted the Company’s Whistleblower Policy in December 2020. For this reason, the relevant policy was not in place for the entirety of the reporting period. The purpose of the Whistleblower Policy is to deter wrongdoing and encourage reporting of such wrongdoing through the provision of safe and secure processes which protect and support individuals who disclose wrongdoing. The Whistleblower Policy provides that the Company must inform the board of any material disclosures made under the policy. No material disclosures were advised to the board during the year ended December 31, 2020. |
| 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 |
Yes | As part of a governance review, the Board approved and adopted the Company’s Anti Bribery & Corruption Policy in December 2020. For this reason, the relevant policy was not in place for the entirety of the reporting period. |
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| informed of any material breaches of that policy. | The anti-bribery and corruption policy that can be found under the governance documents on the Company’s Website. The anti-bribery and corruption Policy provides that the Company must inform the board of any material disclosures made under the policy. No material disclosures were advised to the board during the year ended December 31, 2020. |
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| 4 | Safeguard the integrity of corporate reports | ||
| 4.1 | The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or |
Yes | The Company has established an Audit and Risk Management Committee to oversee the management of financial and internal risks. The Audit and Risk Management Committee consists of three members, David Wiadrowski, John Philip Coghlan and James Synge. All members of the Committee are independent non-executive directors. The Committee is chaired by David Wiadrowski who is an independent director. The Audit and Risk Management Committee is governed by an Audit and Risk Management Committee Charter, a copy of which is available on the Company's website at investors.life360.com. The number of times the Committee met and the individual attendance of the members at those meetings is set out in the annual report. |
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| (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. |
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| 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. |
Yes | Prior to the Board approving the Company's financial statements, the Board will ensure that it receives from the CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained, 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. |
| 4.3 | A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor. |
The CEO and CFO will review all reports before they are presented to the Board for review and subsequently released to the market. Such reports will not be released to the market unless they have been reviewed by the CEO and the Board. |
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| 5 | Make timely and balanced disclosure | ||
| 5.1 | A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1. |
Yes | The Company is committed to taking a proactive approach to continuous disclosure and creating a culture within the Company that promotes and facilitates compliance with the Company's continuous disclosure obligations. The Company has adopted a written policy to ensure compliance with their ASX Listing Rule disclosure obligations. A copyof the Company's Continuous Disclosure Policyis |
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| available on its website atinvestors.life360.com. The Company has appointed in Sydney, Australia, a local agent as the reporting officer and the ASX liaison officer. However, the Board retains ultimate responsibility for compliance with the Company's continuous disclosure obligations. |
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| 5.2 | A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. |
The Company has in place processes to ensure that all directors automatically receive copies of all market announcements released by ASX. |
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| 5.3 | A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation. |
Yes | The Company’s Continuous Disclosure Policy provides that a copy of any new and substantive investor or analyst presentation materials will be released on the ASX market announcements platform ahead of the presentation. |
| 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. |
Yes | The Company provides investors with comprehensive and timely access to information about itself and its governance on its website atinvestors.life360.com, including copies of the Company's Certificate of Incorporation and Bylaws, Board and committee charters and key corporate governance policies, copies of all material information lodged with ASX, copies of all announcements, briefings and speeches made to the market, analysts or the media, press releases or announcements made by the Company, financial data for the Company, the Company's annual reports and notices of shareholder meetings. Further details are set out in the Company's Shareholder Communication Policy. |
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| 6.2 | A listed entity should have an investor relations program that facilitates effective two- way communication with investors. |
Yes | The Company has adopted a Shareholder Communications Policy for shareholders wishing to communicate with the Board, a copy of which is available on the Company's website at www.life360.com. The Company seeks to utilise numerous modes of communication, including electronic communication to ensure that its communication with shareholders is frequent, clear and accessible. |
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| 6.3 | A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. |
Yes | All shareholders are invited and encouraged to attend the Company’s general meetings and notice of such meetings are given in accordance with the Company’s Constitution and the ASX Listing Rules. The Company’s annual general meeting is an opportunity for shareholders to receive updates from the CEO and the Chairman of the board, ask questions of the Board and vote on the various resolutions affecting the Company’s business. All shareholders are given an opportunity to ask questions of the Company’s external auditors regarding the conduct of the audit and preparation and content of the auditor’s report. The date, time and location of the Company’s general meetings are provided in the notices of meetings, and on the Website. The Company’s annual general meeting is convened once a year. A detailed agenda setting out resolutions to be considered, is included with the notice of meeting. |
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| The outcome of voting on resolutions at general meetings is released to the market via ASX after the conclusion of the meeting and posted on the Website. |
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| 6.4 | A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands. |
Yes | The Company will ensure a poll is used for the determination of substantive resolutions at a meeting of security holders. |
| 6.5 | A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. |
Yes | The Company encourages shareholders to submit questions or requests for information directly to the Company via the Company's website atinvestors.life360.com. The Company also encourages shareholders to submit any questions related to their shareholdings in the Company to the Company's share registry with the share registry's contact details included in the Company's Shareholder Communication Policy, including details for electronic communication. |
| 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; |
Yes | In conjunction with the Company's other corporate governance policies, the Company has adopted a Risk Management Policy which is designed to assist the Company to identify, assess, monitor and manage its risk, including any material changes to its risk profile. The Board has delegated responsibility for the day-to day oversight and management of the Company's risk profile to the Audit and Risk Management Committee. The Audit and Risk Management Committee is responsible for ensuringthat the Companymaintains effective risk |
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| (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. |
management and internal control systems and processes and provides regular reports to the Board on these matters. The Audit and Risk Management Committee consists of three members, David Wiadrowski, John Philip Coghlan and James Synge. All members of the Committee are independent non-executive directors. The Committee is chaired by David Wiadrowski who is an independent director. The Board has conferred responsibility on the Company's management to develop and maintain a risk management program and internal control systems which identify material risks in light of the day to day needs of the Company. The Board is responsible for oversight of the overall system of internal control and provides final consideration and direction on any risk management issues. The number of times the Committee met and the individual attendance of the members at those meetings is set out in the annual report. A copy of the Company' s Risk Management Policy is available on the Company's website atinvestors.life360.com. |
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| 7.2 | The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and |
Yes | The Audit and Risk Management Committee annually review and evaluate the effectiveness of its risk management framework to ensure that its internal control systems and processes are monitored and updated on an ongoing basis. The division of responsibility between the Board, Audit and Risk Management Committee and management aims to ensure that |
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| (b) disclose, in relation to each reporting period, whether such a review has taken place. |
specific responsibilities for risk management are clearly communicated and understood. The Risk Management Policy provides for regular reporting to the Board which supplements the Company's quality system, complaint handling processes and standard operating procedures which are all designed to address various forms of risks. The details of the Company’s Risk Management Framework review is set out in the Annual Report. |
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| 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 |
No | Due to the Company's current size and business circumstances, the Company does not have an internal audit function. The Company will reconsider this decision as appropriate and appoint an internal auditor if, and when, the Company considers this necessary. Under the Audit and Risk Management Committee Charter, the Audit and Risk Management Committee is responsible providing an independent and objective assessment to the Board regarding the adequacy, effectiveness and efficiency of the Company’s risk management and internal control process. |
| 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. |
Yes | The Company does not consider that it has any material exposure to economic, environmental and social sustainability risks. If the Company determines in the future that it has any material exposure to economic, environmental and social sustainability, |
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| the Company will provide details in its future annual reports. | |||
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| 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. |
Yes | The Company has a Remuneration and Nomination Committee, which is governed by a Remuneration and Nomination Committee Charter. A copy of the Remuneration and Nomination Committee Charter is available on the website at investors.life360.com. The Remuneration and Nomination Committee consists of three members: Mark Goines, John Philip Coghlan and Brit Morin. The Remuneration and Nomination Committee is chaired by Mark Goines, who is an independent director for ASX purposes. Further, the Remuneration and Nomination Committee Charter prohibits a member of the Committee from being present for discussions at a Committee meeting on, or vote on a matter regarding, his or her remuneration. The Company will provide details as to the number of times the committee met and the individual attendances of the members at those meetings in its future annual reports. |
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| 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. |
Yes | The Remuneration and Nomination Committee is responsible for setting and reviewing the policies and practices of the Company regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives, separately. Policies and practices regarding remuneration of non-executive directors, executive directors and senior executives will be disclosed in the annual report of the Company. |
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| 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 | The Company has adopted a Securities Trading Policy which provides that participants must not, without prior written approval by the relevant person specified in the Policy, engage in hedging arrangements, deal in derivatives or enter into other arrangements which vary economic risk related to the Company's securities. A copy of the Securities Trading Policy is available on the Company's website atinvestors.life360.com. |
| 9 | Additional recommendations that only apply in certain cases | ||
| 9.2 | A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time. |
Yes | The Company will ensure that meetings of Shareholders are held at a reasonable place and time. For the 2020 Annual Meeting of Shareholders, the virtual meeting was held at a time which enabled Australian and US-based security holders to attend at a reasonable time of the day. Additionally, as the meeting was held virtually, this meant that security holders, wherever located, could easily attend. |
18
KJM/KJM/403123/5/AUM/1222885950.1
==> picture [151 x 53] intentionally omitted <==
| 9.3 | A listed entity established outside Australia, and an externally managed 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 will ensure that its external auditor attends its AGM and shareholders are given an opportunity to ask questions of the auditor. The external auditor attended the 2020 Annual Meeting of Shareholders and was available to answer questions from security holders. |
|---|---|---|---|
19
KJM/KJM/403123/5/AUM/1222885950.1
Rules 4.7.3 and 4.10.3
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Name of entity
Life360, Inc
| ABN/ARBN 692 412 942 |
Financial year ended: |
|---|---|
| 692 412 942 | December 31, 2020 |
Our corporate governance statement[1] for the period above can be found at:[2]
These pages of our ☐ annual report: This URL on our https://investors.life360.com/investor-relations/?page=corporate- ☒ website: governance
The Corporate Governance Statement is accurate and up to date as at 31 December 2020 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.[3]
Date: February 25, 2021 Name of authorised officer Chris Hulls authorising lodgement:
1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.
2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 1
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||
| 1.1 | A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management. |
☒and we have disclosed a copy of our board charter at: investors.life360.com |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 1.2 | A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director. |
☒ |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 1.3 | A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. |
☒ |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 1.4 | The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. |
☒ |
☐set out in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).
5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
Page 2
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|
|---|---|---|---|---|
| 1.5 | A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period. |
☒and we have disclosed a copy of our diversity policy at: investors.life360.com. and we have disclosed the information referred to in paragraph (c) at: (c)(3)(A) – our Corporate Governance Statement . ~~and if we were included in the S&P / ASX 300 Index at the~~ ~~commencement of the reporting period our measurable objective for~~ ~~achieving gender diversity in the composition of its board of not less~~ ~~than 30% of its directors of each gender within a specified period~~. |
☒set out in our Corporate Governance Statement (Paragraphs (c)(1) & (2)) OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
|
| 1.6 | A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. |
☒and we have disclosed the evaluation process referred to in paragraph (a) at: our Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: our Corporate Governance Statement |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
Page 3
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 1.7 | A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. |
☒and we have disclosed the evaluation process referred to in paragraph (a) at: our Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: our Corporate Governance Statement |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
Page 4
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|---|
| PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE | ||||
| 2.1 | The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. |
☒[If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: investors.life360.com and the information referred to in paragraphs (4) and (5) at: our Corporate Governance Statement and page 19 of the Financial Report ~~[~~~~If the entity complies with paragraph (b):] ~~ ~~and we have disclosed 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 at:~~ ~~……………………………………………………………………………..~~ ~~[~~~~insert location]~~ |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
|
| 2.2 | A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership. |
☒and we have disclosed our board skills matrix at: and page 8 of the Financial Report |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
Page 5
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 2.3 | A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director. |
☒and we have disclosed the names of the directors considered by the board to be independent directors at: our Corporate Governance Statement and, where applicable, the information referred to in paragraph (b) at: Not applicable. and the length of service of each director at: our Corporate Governance Statement |
☐set out in our Corporate Governance Statement |
| 2.4 | A majority of the board of a listed entity should be independent directors. |
☒ |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 2.5 | The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. |
☒ |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
| 2.6 | A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively. |
☒ |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
Page 6
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY | |||
| 3.1 | A listed entity should articulate and disclose its values. | ☒and we have disclosed our values at: our Corporate Governance Statement. |
☐set out in our Corporate Governance Statement |
| 3.2 | A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code. |
☒and we have disclosed our code of conduct at: investors.life360.com |
☐set out in our Corporate Governance Statement |
| 3.3 | A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy. |
☒and we have disclosed our whistleblower policy at: investors.life360.com |
☒set out in our Corporate Governance Statement |
| 3.4 | A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy. |
☒and we have disclosed our anti-bribery and corruption policy at: investors.life360.com |
☒set out in our Corporate Governance Statement |
Page 7
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|---|
| PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS | ||||
| 4.1 | The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. |
☒[If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: investors.life360.com and the information referred to in paragraphs (4) and (5) at: our Corporate governance Statement and at page 19 of the Financial Report ~~[~~~~If the entity complies with paragraph (b):] ~~ ~~and we have disclosed 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 at:~~ ~~……………………………………………………………………………..~~ ~~[~~~~insert location] ~~ |
☐set out in our Corporate Governance Statement |
|
| 4.2 | The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. |
☒ |
☐set out in our Corporate Governance Statement |
|
| 4.3 | A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor. |
☒ |
☐set out in our Corporate Governance Statement |
Page 8
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE | |||
| 5.1 | A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1. |
☒and we have disclosed our continuous disclosure compliance policy at: investors.life360.com |
☐set out in our Corporate Governance Statement |
| 5.2 | A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. |
☒ |
☐set out in our Corporate Governance Statement |
| 5.3 | A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation. |
☒ |
☐set out in our Corporate Governance Statement |
| PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS | |||
| 6.1 | A listed entity should provide information about itself and its governance to investors via its website. |
☒and we have disclosed information about us and our governance on our website at: investors.life360.com |
☐set out in our Corporate Governance Statement |
| 6.2 | A listed entity should have an investor relations program that facilitates effective two-way communication with investors. |
☒ |
☐set out in our Corporate Governance Statement |
| 6.3 | A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. |
☒and we have disclosed how we facilitate and encourage participation at meetings of security holders at: our Corporate Governance Statement |
☐set out in our Corporate Governance Statement |
| 6.4 | A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands. |
☒ |
☐set out in our Corporate Governance Statement |
Page 9
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|
|---|---|---|---|---|
| 6.5 | A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. |
☒ |
☐set out in our Corporate Governance Statement |
|
| PRINCIPLE 7 – RECOGNISE AND MANAGE RISK | ||||
| 7.1 | The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework. |
☒[If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: investors.life360.com and the information referred to in paragraphs (4) and (5) at: our Corporate Governance Statement and at page 19 of the Financial Report ~~[~~~~If the entity complies with paragraph (b):] ~~ ~~and we have disclosed 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 at:~~ ~~……………………………………………………………………………..~~ ~~[~~~~insert location]~~ |
☐set out in our Corporate Governance Statement |
|
| 7.2 | The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place. |
☒and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at: our Corporate Governance Statement and at Page 4 of the Financial Report |
☐set out in our Corporate Governance Statement |
Page 10
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|
|---|---|---|---|---|
| 7.3 | A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes. |
☒~~[~~~~If the entity complies with paragraph (a):] ~~ ~~and we have disclosed how our internal audit function is structured~~ ~~and what role it performs at:~~ ~~……………………………………………………………………………..~~ ~~[~~~~insert location] ~~ [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes at: our Corporate Governance Statement |
☐set out in our Corporate Governance Statement |
|
| 7.4 | A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks. |
☒and we have disclosed whether we have any material exposure to environmental and social risks at: our Corporate Governance Statement and, if we do, how we manage or intend to manage those risks at: Not Applicable |
☐set out in our Corporate Governance Statement |
Page 11
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|
|---|---|---|---|---|
| PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY | ||||
| 8.1 | The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. |
☒[If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: investors.life360.com and the information referred to in paragraphs (4) and (5) at: our Corporate Governance Statement and at page 19 of the Financial Report ~~[~~~~If the entity complies with paragraph (b):] ~~ ~~and we have disclosed 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:~~ ~~……………………………………………………………………………..~~ ~~[~~~~insert location]~~ |
☐set out in our Corporate Governance StatementOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
|
| 8.2 | A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. |
☒and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives at: pages 9 to 19 of the Financial Report |
☐set out in our Corporate Governance Statement OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
|
| 8.3 | A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it. |
☒and we have disclosed our policy on this issue or a summary of it at: investors.life360.com |
☐set out in our Corporate Governance StatementOR ☐we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐we are an externally managed entity and this recommendation is therefore not applicable |
Page 12
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|
|---|---|---|---|---|---|---|
| ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES | ||||||
| 9.1 | A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents. |
☐and we have disclosed information about the processes in place at: ……………………………………………………………………… [insert location] |
☐set out in our Corporate Governance Statement OR ☒we do not have a director in this position and this recommendation is therefore not applicable OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
|||
| 9.2 | A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time. |
☒ |
☐set out in our Corporate Governance StatementOR ☐we are established in Australia and this recommendation is therefore not applicable OR ☐we are an externally managed entity and this recommendation is therefore not applicable |
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| 9.3 | A listed entity established outside Australia, and an externally managed 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. |
☒ |
☐set out in our Corporate Governance StatementOR ☐we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable |
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| 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;~~ ~~and~~ ~~(b)~~ ~~the role and responsibility of the board of the responsible~~ ~~entity for overseeing those arrangements.~~ |
~~☐~~~~and we have disclosed the information referred to in paragraphs (a)~~ ~~and (b) at:~~ ~~……………………………………………………………………………..~~ ~~[~~~~insert location]~~ |
~~☐~~~~set out in our Corporate Governance Statement~~ |
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~~(a)~~ |
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~~(b)~~ |
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ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor the wholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
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|---|---|---|---|---|---|---|
| - | ~~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.~~ |
~~☐~~~~and we have disclosed the terms governing our remuneration as~~ ~~manager of the entity at:~~ ~~……………………………………………………………………………..~~ ~~[~~~~insert location]~~ |
~~☐~~~~set out in our Corporate Governance Statement~~ |
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ASX Listing Rules Appendix 4G (current at 17/7/2020)