Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

LITHIUM PLUS MINERALS LTD. Governance Information 2022

Apr 21, 2022

65258_rns_2022-04-21_210addb2-8dee-4183-a429-325b60e8d058.pdf

Governance Information

Open in viewer

Opens in your device viewer

CORPORATE GOVERNANCE STATEMENT

Lithium Plus Minerals Ltd ( Lithium Plus Minerals or the Company ) is committed to the highest standards of corporate governance and accountability, in order to protect and enhance the interests of the Company and its shareholders. With these objectives in mind, the Board of the Company ( Board ) has created a corporate governance framework which adopts relevant internal controls, risk management processes and corporate governance practices that are designed to promote the responsible management and conduct of the Company.

This corporate governance statement sets out the Company's current compliance with the 4th edition of the ASX Corporate Governance Principles and Recommendations ( ASX Recommendations ), and the extent to which the Company has followed the ASX Recommendations. The corporate governance statement has been approved by the Board and is current as at 10 March 2022.

Copies of the Company's key corporate governance policies and the charters of the Board and each of its committees are available at the Corporate - Governance section of the Company website: https://lithiumplus.com.au/corporate governance/

No. ASX Recommendation
Comply
Explanation
**1. ** Lay solid foundation for management and oversight
No. ASX Recommendation Comply Explanation
1. Lay solid foundation 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
Yes The Board has adopted a written board charter setting out the primary responsibilities
of the Board and management. This Board assumes responsibilities including, but not
limited to the following:

demonstrating leadership;

approving the Company's statement of values and code of conduct to
underpin a culture of acting lawfully, ethically and responsibly;

approving and monitoring the Company's strategy, business performance
objectives and financial performance objectives;

overseeing and monitoring the implementation of the Company's strategic
objectives, instilling of the Company's values and performance generally;

overseeing and monitoring the establishment of systems of risk management
by approving risk management policies, operational risk policies and
procedures (including policies relating to health, safety and injury
management) and systems of internal controls; and

monitoring compliance with legal and regulatory requirements, ethical
standards and external commitments and, generally, safeguarding the
No. ASX Recommendation Comply Explanation
(b) those matters expressly
reserved to the board and those
delegated to management.
Yes reputation of the Company.
Pursuant to the Board Charter, the following matters are specifically reserved for the
Board:

the appointment and removal of the Executive Chairman, the determination of
the Executive Chairman's terms and conditions (including remuneration) and
review of the Executive Chairman's performance;

the appointment and removal of the Chief Financial Officer and the Company
Secretary;

any matters in excess of any discretions that the Board may have delegated to
the Executive Chairman or senior executives;

approval of:
o
the Company's strategy, annual budget and major capital expenditure;
o
the Company's remuneration policy, including:

the remuneration and conditions of service (including
incentives) for executive Directors, senior executives, the Chief
Financial Officer and the Company Secretary;

industrial instruments or agreements of general application to
some or all of the Company's employees; and

incentive plans;
o
significant changes to the organisational structure of the Company;
o
the appointment, and, with assistance from the Remuneration and
Nominations Committee, performance evaluation of senior executives
and any other officers as the Board may determine;
o
the acquisition, establishment, disposal or cessation of any significant
assets of the Company;
o
the amount, nature and term of the Company's debt facilities;
o
the issue of any shares, options, equity instruments or other equity
securities in the Company;
o
any public statements which reflect significant issues of the Company
No. ASX Recommendation Comply Explanation
performance, policy or strategy;
o
any changes to the discretions delegated by the Board; and
o
the Company's dividend policy and the payment of dividends;

reviewing, with the assistance of reports from the Remuneration and
Nominations Committee, succession planning for senior executives on a regular
and continuing basis; and

the appointment, reappointment or replacement of the external auditor, upon
the advice of the Audit and Risk Committee.
A copy of the Board Charter is available on the Company's website.
1.2 A listed entity should:
(a) undertake appropriate checks
before appointing a director or
senior executive or putting
forward a person for election as a
director; and
Yes The Company has established a Nominations Committee which assists the Board to
identify individuals who are qualified to become Board members by assessing:

the skills, experience, expertise and personal qualities that will best
complement the effective operation of the Board;

the capability of the candidate to devote the necessary time and commitment
to the role (this involves a consideration of matters such as other Board or
executive appointments); and

potential conflicts of interest and independence.
The Committee undertakes background checks to the person's character, experience,
education, criminal record and bankruptcy history when assessing whether someone is
qualified to be a Board member.
Offers of a Board appointment must only be made by the Executive Chairman after all
Directors have been consulted,with anyrecommendations from the Committee having
No. ASX Recommendation Comply Explanation
(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 been circulated to all Directors.
Securityholders will be provided with all material information relevant to a decision on
whether or not to elect or re-elect a Director in any notice of meeting pursuant to
which the resolution to elect or re-elect such Director will be voted on.
1.3 A listed entity should have a
written agreement with each
director and senior executive
should have a written agreement
setting out the terms of their
appointment.
Yes All Directors and senior executives are given written agreements with the Company
which sets 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.
Yes The Company Secretary is accountable to the Board, through the Executive Chairman,
on all matters to do with the proper functioning of the Board. His advice and services
are available to all Directors and committees of the Board.
The Company Secretary is responsible for the co-ordination of all Board Committee
business, including agendas, papers, minutes, communication with independent
advisers and to develop and maintain the information systems and processes that are
appropriate for the Board to fulfil its role.
No. ASX Recommendation Comply Explanation
1.5 A listed entity should:
(a) have and disclose a
diversity policy; and
Yes The Company has adopted a Diversity Policy, available on its website.
In accordance with the Diversity Policy, the Company is committed to an inclusive
workplace that embraces and promotes diversity at all levels of the Company. The
Board will establish diversity-related measurable objectives for the Company.
Assessment of these objectives and review of progress will be carried out on an
annual basis by the Board. Progress against targets will be included in the Company's
annual reports.
The Executive Chairman will monitor the progress and report to the Board on the
effectiveness of diversity related initiatives, including progress against measurable
objectives.
(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
Yes
No. ASX Recommendation Comply Explanation
(c) disclose in relation to each
reporting period:
(1) the measurable objectives
set for that period to achieving
gender diversity;
(2) the Company'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.
Yes The Company will disclose at the end of each reporting period the measurable
objectives for achieving gender diversity set by the Board in accordance with this
policy and its progress towards achieving them.
The Executive Chairman will monitor the progress and report to the Board on the
effectiveness of diversity related initiatives, including progress against measurable
objectives. In light of the current size and nature of the Company’s operations, the
Board has determined that it is not currently practicable to set measurable objectives
for achieving various measures of diversity. The Board will further consider the
establishment of measurable objectives for achieving gender diversity as the
Company develops and its circumstances change.
At the time of this Statement, the Board comprises 4 male Directors. There are no
employed senior executives other than the Executive Director.
The Board will continue to give consideration to diversity (among other factors) in
future appointments to the Board and to senior executive positions.
1.6 A listed entity should:
(a) have and disclose a process
for periodically evaluating the
performance of the Board, its
Yes The Board will evaluate at least annually the performance of the Board, each Director
and each Board Committee. The Board will disclose in the Company's Annual Report
whether a performance evaluation has been undertaken during the relevant reporting
period.
No. ASX Recommendation Comply Explanation
committees and individual
directors; and
The Board will consider the outcome of the evaluation of those Directors who are
seeking election or re-election at an annual general meeting in considering whether to
recommend those Directors for election or re-election.
Evaluations will be undertaken against a set criteria and will have regard to the
collective nature of Board work and the operation of the governance processes
established in this document, and where appropriate seek to identify areas where
performance could be improved. Where the Board considers it appropriate, third party
advisers may be engaged to provide assistance.
(b)disclose in relation to each
reporting period whether a
performance evaluation was
undertaken in the reporting
period in accordance with that
process.
Yes
1.7 A listed entity should:
(a) have and disclose a process
for evaluating the performance
of the senior executives; and
Yes The Board is responsible for the performance evaluation of senior executives, with
assistance from the Remuneration and Nominations Committee.
Among other things, the Board will review at least annually each senior executive's
performance against key performance indicators and will set new targets.
The Company will disclose whether a performance evaluation of senior executives has
been undertaken each year, at the time of release of the Company's Annual Report.
(b) disclose in relation to each
reporting period whether a
performance evaluation has
been undertaken in accordance
with that process during or in
respect of that period.
Yes
2. Structure the Board to be effective and add value
No. ASX Recommendation Comply Explanation
2.1 The Board should:
(a) have a nomination
committee which:
(1) has at least three
members, a majority of
whom are independent
directors; and
Yes The Company has established a Remuneration and Nominations Committee, which
consists of at least three members, the majority of whom are independent, including
the chair of the Committee.
A copy of the Remuneration and Nominations Committee Charter is available on the
Company's website.
The Remuneration and Nominations Committee is comprised of the following
members:
(a)
Mr Simon Kidston (Chair);
(b)
Dr Jason Berton; and
(c)
Mr Su Su.
The Company considers that all of members of the Remuneration and Nominations
Committee are independent.
Details of attendance at Committee meetings and the number of meetings held
during the period will be disclosed in the Company's Annual Report.
(2) is chaired by an
independent director,
and disclose
Yes
(3) the charter of the
committee;

Yes
(4) members of the
committee; and
Yes
(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
Yes
(b) if it does not have a
nomination committee, disclose
that fact and the processes it
N/A
No. ASX Recommendation Comply Explanation Explanation Explanation
employees 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.
2.2 The Company should have and
disclose a Board skills matrix
and diversity that the Board
currently has or is looking to
achieve.
Yes The Company has developed a Board Skills Matrix to ensure that it has a mix of
skills, experience and diversity appropriate to enable the Board to discharge its
functions.
The Board has the following mix of skills and experience, at the date of this
statement:
Skill and experience
Number of Directors
Industryknowledge
3
Financial markets experience
3
Financial acumen
2
Experience as a director of other ASX-listed entities
3
Held CEO or similarposition in a similar organisation
4
Risk management experience
4
Skill and experience Number of Directors
Industryknowledge 3
Financial markets experience 3
Financial acumen 2
Experience as a director of other ASX-listed entities 3
Held CEO or similarposition in a similar organisation 4
Risk management experience 4
2.3 A listed entity should disclose:
(a) the names of directors
considered to be independent
directors;
Yes The names of independent directors and their length of service will be disclosed in
the Annual Report.
The Board has assessed the independence of directors against the criteria set out in
the ASX Corporate Governance Principles and Recommendations. The Board has
reviewed the position and associates of each of Directors in office and has
No. ASX Recommendation Comply Explanation
(b) if a director has an interest,
position, association or
relationship as described in Box
2.3 of guidance to Principle 2,
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
Yes determined that all Non-Executive Directors are independent.
Mr Bin Guo is not considered independent due to his executive chairman role in the
Company and because he is a director of a significant shareholder of the Company
and is an eligible beneficiary of a trust that owns the shareholder entity.
(c) the length of service of each
director.
Yes
2.4 A majority of the Board should
be independent directors.
Yes The Board has considered the guidance to Principle 2:Structure the Board to be
_Effective and Add Value_within the ASX Recommendations and in particular, Box 2.3,
which contains a list of “relationships affecting independent status.”
The Board comprises of three Non-Executive Directors, and the Executive Chairman:
(a)
Dr Bin Guo, Executive Chairman;
(b)
Mr Simon Kidston, Independent Non-Executive Director;
(c)
Dr Jason Berton, Independent Non-Executive Director; and
(d)
Mr Su Su, Independent Non-Executive Director.
The Board considers Mr Simon Kidston, Dr Jason Berton and Mr Su Su to be
independent directors.
The Board considers that each Non-Executive Director is free from any interest,
position, association or relationship that might influence, or reasonably be perceived
to influence, the independent exercise of the Director's judgement and that each of
them are able to fulfil the role of independent Director for the purpose of the ASX
No. ASX Recommendation Comply Explanation
Recommendation.
2.5 The chair of the Board should
be an independentdirector and
should not be the same person
as the CEO.
No The Company has determined that Dr Bin Guo will be appointed as the Executive
Chairman, which does not comply with the Recommendations.
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 New directors will be provided with an induction programme to assist them in
becoming familiar with the Company, its managers and its business following their
appointment. Directors may, with the approval of the Chairman, undertake
appropriate professional development opportunities (at the expense of the Company)
to maintain their skills and knowledge needed to perform their role.
3. Instil a culture of acting lawfully, ethically and responsibly
No. ASX Recommendation Comply Explanation
3.1 A listed entity should articulate
and disclose its values.
Yes The Company has outlined its values in its Code of Conduct, available on the
Company's website.
3.2 A listed entity should:
(a) have and disclose a conduct
of conduct for its directors,
senior executives and
employees; and
Yes The Company has adopted a formal Code of Conduct, which can be accessed at the
Company’s website.
The Code of Conduct requires any breach of the code to be reported to the Compnay.
(b) ensure that the Board, or a
committee of the Board, is
informed of any material
breaches of the code.
Yes
3.3 A listed entity should:
(a) have and disclose a
whistleblower policy; and
Yes The Company has adopted a Whistleblower Policy, which can be accessed at the
Company's website.
The Whistleblower Policy encourages the reporting of any suspected fraud or corrupt
conduct or any other form of inappropriate behaviour (reportable conduct). While this
would generally be through the normal channels of line management, there may be
times where an employee or contractor believes it is inappropriate or difficult for
matters to be reported through these channels. In these cases it is important that
employees or contractors have another avenue through which to express their
concerns in order to protect their identity.
(b) ensure that the Board, or a
committee of the Board, is
informed of any material
incidents reported under that
policy.
Yes
No. ASX Recommendation Comply Explanation

3.4 A listed entity should:
(a) have and disclose an Anti-
Bribery and Corruption Policy;
and
Yes In accordance with the ASX guidance to Recommendation 3.4, the Company's Code
of Conduct contains the Company's Anti-Bribery and Corruption Policy.
All directors and employees will receive general anti-bribery and corruption awareness
training annually. This training may be facilitated either on-line or face-to-face. Non
completion of anti-bribery and corruption training will be escalated and may result in
disciplinary action.
(b) ensure that the Board, or a
committee of the Board, is
informed of any material
breaches of the policy.
Yes If any employee, irrespective of the position they hold, becomes aware of conduct
which breaches or is suspected to have breached the Code of Conduct, they must
immediately report the conduct to the Company.
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
Yes The Board has established an Audit and Risk Committee consisting of a minimum of
three non-executive directors, a majority of whom are independent. The Committee
assists the Board in ensuring the integrity of the Company's financial reporting,
effectiveness of the Company's systems of financial risk management and internal
control and monitoring the Company's external audit functions.
The Audit and Risk Committee iscomprised of the following members:
(a)
Mr Su Su (Chair);
(b)
Dr Jason Berton; and
(c)
Mr Simon Kidston.
A copy of the Audit and Risk Committee Charter can be accessed at the Company’s
website.
The Company considers that all of members of the Audit and Risk Committee are
No. ASX Recommendation Comply Explanation
independent.
The relevant qualifications and experience of the members of the Committee are
disclosed in the Company's Prospectus and will be disclosed in the Company's Annual
Report.
Details of attendance at Committee meetings and the number of meetings held
during the period will be disclosed in the Company's Annual Report.
(2) is chaired by an
independent director, who is
not a chair of the board,
And disclose,
Yes
(3) the charter of the
committee;
Yes
(4) the relevant
qualifications and experience
of the members of the
committee; and
Yes
(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
(b) if it does not have an audit
committee, disclose that fact and
the processes it employees that
independently verify and
safeguard the integrity of its
corporate reporting, including
N/A
No. ASX Recommendation Comply Explanation
the processes for the
appointment and removal of the
external auditor and the rotation
of the audit engagement partner.
4.2 Before approving the financial
statements for a financial
period, the Board should receive
from the Chief Executive Officer
and the Chief Financial Officer a
declaration that, in their
opinion, the financial records
have been properly maintained
and that the financial
statements comply with
appropriate accounting
standards and give a true and
fair view of the financial position
and performance of the
company and that the opinion
has been formed on the basis a
sound system of risk
management and internal
control which is operating
effectively.
Yes In accordance with section 295A of the Corporations Act, before approving the
annual financial statements, the Board will receive appropriate declarations from the
Executive Chairman and Chief Financial Officer that, in their opinion, the financial
records have been properly maintained, comply with the relevant standards, and give
a true and fair view of the financial position and performance of the Company, and
their 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.
Yes In respect of any corporate report that is not audited or reviewed by an external
auditor, prior to its release, the Company will verify that information and will disclose
the process undertaken to verify the integrity of the report.
No. ASX Recommendation Comply Explanation
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 has adopted a Continuous Disclosure Policy to promote awareness
within the Company of its continuous disclosure obligations and to provide timely and
accurate information to keep the market fully informed of any matters which may
have a material effect in the price or value of the Company’s securities in accordance
with its obligations under the_Corporations Act 2001_(Cth) and the ASX Listing Rules.
The policy also sets out procedures for dealing with external communications that
seek to ensure, among other things, that market sensitive information is first
disclosed to ASX before being communicated to third parties.
A copy of the Company's Continuous Disclosure Policy is available on the Company’s
website.
5.2 A listed entity should ensure
that the Board receives copies
of all material market
announcements promptly after
they have been made.
Yes The Company's Continuous Disclosure Policy governs the release of information to
the market, including the requirement for board approval. All Directors will receive
material announcements promptly after they are made.
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 Announcement
Platform ahead of the
presentation.
Yes Under the Company's Continuous Disclosure Policy the Company will provide ASX
with a copy of all new and substantive investor or analyst presentation materials
ahead of the presentation.
No. ASX Recommendation Comply Explanation


6. Respect the rights of security holders
6.1 Provide information about itself
and its governance to investors
via its website.
Yes The Company's website contains information which is relevant to stakeholders including:
corporate governance policies and codes; its statement of values; media and market
announcements; and presentations to shareholders and institutional investors.
The Company will regularly update the website and contents therein as deemed
necessary.
6.2 Establish an investor relations
program to facilitate effective
two-way communication with
investors.
Yes The Company will have in place an investor relations program to facilitate effective two
way communication with investors. The program includes scheduled and ad hoc
interactions with institutional investors, analysts and financial media. Views expressed
by investors and others are communicated to management and, as appropriate, the
Board through this program.
6.3 Disclose the policies and
processes it has in place to
facilitate and encourage
participation at meetings of
security holders.
Yes The Company has adopted a Communications Policy whereby information will be
communicated to shareholders through a range of forums and publications including:

AGM and other general meetings;

Investor presentations and other public presentations;

Media and market announcements;

ASX announcements, including annual and half year financial results; and

the Company's website.
No. ASX Recommendation Comply Explanation
6.4 All substantive resolutions at a
meeting of security holders are
decided by a poll rather than by
a show of hands.
Yes The Company conducts voting on all substantive resolutions by way of a poll.
6.5 Security holders should have
the option to receive
communications from, and send
communications to, the
company and its security
registry electronically.
Yes Technology has allowed the Company to more effectively communicate with its
stakeholders. Accordingly the Company has put in place arrangements such that:

shareholders can
elect
to
receive communications
from,
and
send
communications to, us and the Company's share registry electronically;

the Company's email system allows team members and stakeholders to
communicate simply and easily with management and our wider team; and

shareholders can elect to receive the Company's Annual Report electronically
or in hard copy through the mail.
7. Recognise and manage risk
7.1 The Board should:
(a) have a committee(s) to
oversee risk, each of which:
Yes The Board has established the Audit and Risk Committee which is responsible for
overseeing the establishment of the Company's risk management framework and
monitoring the effectiveness of the systems of risk management, operational risk
policies, procedures and systems internal controls.
The Audit and Risk Committee is comprised of the following members:
(a)
Dr Jason Berton
(b)
Mr Simon Kidston; and
(c)
Mr Su Su (Chair).
The Company considers all three members to be independent.
A copy of the Audit and Risk Committee Charter is available on the Company's
(1) have at least three
members, a majority of
whom are independent
directors; and
Yes
(2) is chaired by an
independent director,
And disclose,
Yes
No. ASX Recommendation Comply Explanation
(3) the charter of the
committee; and
Yes website.
The number of Audit and Risk Committee meetings held during the period will be
disclosed in the Company's Annual Report.
(4) the members of the
committee; and
Yes
(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
Yes
(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.
N/A
7.2 The Board or a committee of
the Board should:
(a) review the 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 In accordance with the Company’s Board Charter, the Board is responsible for
overseeing the establishment of systems of risk management by approving risk
management policies, operational risk policies and procedures and systems of internal
controls, and monitoring the effectiveness of the systems of risk management,
operational risk policies and procedures and systems internal controls.
The role of the Audit and Risk Committee includes supporting the Board with approving
and monitoring a risk management framework that is consistent with the approved risk
appetite.
No. ASX Recommendation Comply Explanation
(b) disclose, in relation to each
reporting period, whether such
a review has taken place.
Yes
7.3 Disclose whether or not the
Company has an internal audit
function and if not, the
processes employed for
evaluating and continually
improving effectiveness of its
risk management and internal
control.
Yes The Company does not currently have an internal audit function given its size and
stage of its business. However, as set out in the Audit and Risk Committee Charter,
the Audit and Risk Committee has responsibility to ensure that the Company has an
adequate and effective system of internal audit or control and a system to identify
and manage business risks, and a review of internal audit or control systems and the
operational effectiveness of the policies and procedures related to risk and internal
audit or control .
7.4 The Company should disclose
whether it has any material
exposure to environmental and
social risks and if it does, how it
manages or intends to manage
those risks.
Yes The Audit and Risk Committee has responsibility to ensure there's a process to
identify and manage any material exposure to economic, environmental and social
sustainability risks. Any material exposure to risk will be announced to the market,
and will be disclosed in the Annual Report, in accordance with the requirements of
the ASX Listing Rules or otherwise.
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
Yes The Company has established a Remuneration and Nominations Committee which
meets these criteria.
The Company has established a Remuneration and Nominations Committee, which
consists of at least three members, the majority of whom are independent, including
the chair of the Committee.
A copy of the Remuneration and Nominations Committee Charter is available on the
Company's website.
The Remuneration and Nominations Committee is comprised of the following
No. ASX Recommendation Comply Explanation
(2) is chaired by an
independent director, and
disclose

Yes
members:
(d)
Mr Simon Kidston (Chair);
(e)
Dr Jason Berton; and
(f)
Mr Su Su.
The Company considers that all of members of the Remuneration and Nominations
Committee are independent.
Details of attendance at Committee meetings and the number of meetings held during
the period will be disclosed in the Company's Annual Report.
(3) the charter of the
committee;
(4) the members of the
committee; and
Yes
(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
Yes
(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
8.2 A listed entity should separately
disclose its policies and
practices regarding the
remuneration of Non-Executive
Directors and that of Executive
Directors and senior executives.
Yes The remuneration of the non-executive Directors and executive Directors is set out in
the Company's Prospectus.
The remuneration arrangements for Non-Executive Directors, Executive Directors and
senior management will be reviewed and approved by the Remuneration and
Nominations Committees on an annual basis.
No. ASX Recommendation Comply Explanation
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 which
limit the economic risk of
participating in the scheme and;
Yes The Company has a Securities Trading Policy which prohibits directors, officers, and
employees from entering into transactions or arrangements which limit the economic
risk of their security holding in the Company.
The Securities Trading Policy can be accessed on the Company’s website.
(b) disclose the policy or a
summary of the policy.
Yes