MACH7 TECHNOLOGIES LIMITED — Governance Information 2020

Oct 15, 2020

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Mach7 Technologies Limited ACN 007 817 192

CORPORATE GOVERNANCE STATEMENT

For the Year Ended 30 June 2020

Commitment to Corporate Governance

The Directors and management of Mach7 Technologies Limited ( Mach7 or the Company ) are committed to conducting the business of Mach7 and its controlled entities (the Group ) in an ethical manner and in accordance with the highest standards of corporate governance. The Company has adopted and substantially complies with the ASX Corporate Governance Principles and Recommendations (Fourth Edition) ( Recommendations ) to the extent appropriate to the size and nature of the Group’s operations.

Corporate Governance Statement

The Company has prepared this statement which sets out its corporate governance practices during the financial year on 30 June 2020. This statement identifies any Recommendations that have not been followed and provides reasons for not following such Recommendations. This statement is current as at 15 October 2020 and has been approved by the Board of Mach7.

Corporate Governance Statement Publication

In accordance with ASX Listing Rules 4.10.3 and 4.7.4, this Corporate Governance Statement will be available for review on the Company’s website (www.mach7t.com) ( Website ), and will be lodged together with an Appendix 4G with ASX at the same time that the Company’s 2020 Annual Report is lodged with ASX. The Appendix 4G will particularise each Recommendation that needs to be reported against by the Company and will provide shareholders with information as to where relevant governance disclosures can be found.

The Company’s corporate governance policies and charters and policies are also all available under the Corporate Governance section of the Company’s Website.

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		Compli- ance (yes/no)	Reference / Comment
	ASX Recommendation
	Principle 1 – Lay solid foundations for management and oversight A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their performance.
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 Board has adopted a charter (Board Charter) which establishes the role of the Board and its relationship with management. The Board Charter clearly articulates the division of responsibilities between the Board and management, in order to manage expectations and avoid misunderstandings about their respective roles and accountabilities. As detailed in the Board Charter, the primary role of the Board is the protection and enhancement of long-term shareholder value, and its responsibilities include the overall strategic direction of the Group, establishing goals for management and monitoring the achievement of these goals. The Board is also responsible for the overall corporate governance of Mach7. The Board Charter additionally sets out the role and responsibility of the Chairman and outlines the Board’s policy on when and how Directors may seek independent professional advice at the expense of the Company. The Board has delegated to the Chief Executive Officer (CEO) the authority and power to manage Mach7 and its businesses within levels of authority specified by the Board from time to time. The CEO may sub-delegate aspects of his authority and power but remains accountable to the Board for Mach7’s performance and is required to report regularly to the Board on the progress being made by Mach7’s business units.

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		Compli- ance (yes/no)	Reference / Comment
	ASX Recommendation
			In accordance with the Board Charter, the Board will review the Board Charter at least annually, and in doing so will continually review the division of functions between the Board and management to ensure that it continues to be appropriate to the needs of the Group. A copy of the Board Charter is available on the Website.
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.	Yes	The Board has established and operates a Remuneration and Nomination Committee. The Remuneration and Nomination Committee’s functions and powers are formalised in a Remuneration and Nomination Committee Charter, a copy of which is available on the Website. The nomination-related function of the Remuneration and Nomination Committee is to, where required:  identify suitable candidates with appropriate skills, experience, expertise and diversity to complement the existing Board, in order for the Board to discharge its mandate effectively and to maintain the necessary mix of expertise on the Board; and  undertake appropriate checks on a candidate and seek confirmation from the candidate that he/she will have sufficient time to fulfil his or her responsibilities as a director; and  subject to the results of such checks and confirmations, make recommendations to the Board on their appointment. Where appropriate, external consultants may be engaged to assist in searching for candidates and undertaking relevant checks.

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		Compli- ance (yes/no)	Reference / Comment
	ASX Recommendation
			The Company provides information to shareholders about Directors seeking re-election at a general meeting to enable them to make an informed decision on whether or not to re-elect the Director, including their relevant qualifications and experience and the skills they bring to the Board; details of any other listed directorships held by the Director in the preceding 3 years; the term of office already served by the Director; whether the Director is considered to be independent; and a recommendation by the Board in respect of the re-election of the Director. The Company will, in the case of a candidate standing for election as a Director for the first time, provide information to shareholders about the candidate to enable them to make an informed decision on whether or not to elect the candidate, including material adverse information revealed by any checks the Remuneration and Nomination Committee has performed on the candidate; details of any interest, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect the candidate’s capacity to exercise independent judgement on Board matters or to act in the best interests of the Company and its shareholders generally; the Board’s view on whether the candidate will be considered to be an independent Director; and a recommendation by the Board in respect of the election of the candidate.
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Yes	All Directors and senior executives have entered into written agreements with the Company. Specifically, each Non-Executive Director has been given a letter of appointment which outlines terms including the Director’s duties, obligations, remuneration, expected time commitments and notification of the Company’s policies. Similarly, senior executives have a formal job description and services agreement or employment agreement with the Company describing their term of office, duties, rights and responsibilities, and entitlements on termination.

		Compli- ance (yes/no)	Reference / Comment
	ASX Recommendation
			The Company provides information to shareholders about Directors seeking re-election at a general meeting to enable them to make an informed decision on whether or not to re-elect the Director, including their relevant qualifications and experience and the skills they bring to the Board; details of any other listed directorships held by the Director in the preceding 3 years; the term of office already served by the Director; whether the Director is considered to be independent; and a recommendation by the Board in respect of the re-election of the Director. The Company will, in the case of a candidate standing for election as a Director for the first time, provide information to shareholders about the candidate to enable them to make an informed decision on whether or not to elect the candidate, including material adverse information revealed by any checks the Remuneration and Nomination Committee has performed on the candidate; details of any interest, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect the candidate’s capacity to exercise independent judgement on Board matters or to act in the best interests of the Company and its shareholders generally; the Board’s view on whether the candidate will be considered to be an independent Director; and a recommendation by the Board in respect of the election of the candidate.
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Yes	All Directors and senior executives have entered into written agreements with the Company. Specifically, each Non-Executive Director has been given a letter of appointment which outlines terms including the Director’s duties, obligations, remuneration, expected time commitments and notification of the Company’s policies. Similarly, senior executives have a formal job description and services agreement or employment agreement with the Company describing their term of office, duties, rights and responsibilities, and entitlements on termination.

1.3 A listed entity should have a written agreement with Yes All Directors and senior executives have entered into written agreements with the Company. each director and senior executive setting out the terms of their appointment. Specifically, each Non-Executive Director has been given a letter of appointment which outlines terms including the Director’s duties, obligations, remuneration, expected time commitments and notification of the Company’s policies. Similarly, senior executives have a formal job description and services agreement or employment agreement with the Company describing their term of office, duties, rights and responsibilities, and entitlements on termination.

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CompliASX Recommendation ance (yes/no)

Reference / Comment

• 1.4 The company secretary of a listed entity should be Yes accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

The Company Secretary is responsible for the day to day operations of the company secretary’s office, including the administration of Board and committee meetings, overseeing Mach7’s relationship with its share registrar and lodgements with the ASX and other regulators. The Company Secretary is also responsible for communications with the ASX about listing rule matters, including making disclosures to the ASX in accordance with Mach7’s Continuous Disclosure Policy. The Company Secretary supports the effectiveness of the Board by monitoring compliance with Board policies and procedures, and co-ordinating the completion and despatch of Board agendas and briefing papers.

The Company Secretary is accountable to the Board, and all Directors have access to the Company Secretary.

• The decision to appoint or remove the Company Secretary is made or approved by the Board.

• 1.5 A listed entity should: The Company is committed to the principles of employing people with a broad range of experiences, skills and views. All executives, managers and employees are responsible for

• (a) have and disclose a diversity policy; a) yes promoting workforce diversity. (b) through its board or a committee of the board b) no set measurable objectives for achieving gender The Company has adopted a Diversity Policy which can be viewed on the Website. The diversity in the composition of its board, senior Diversity Policy requires the commitment of the Directors and senior management to promote executives and workforce generally; and the specific objective of diversity and seeks to ensure, to the extent that is practicable and

• (c) disclose in relation to each reporting period: (a) no appropriate, that the Company’s director appointment and employee recruitment processes 1) the measurable objectives set for that are undertaken with reference to the objectives of the Diversity Policy. period to achieve gender diversity; (b) no

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		Compli- ance (yes/no)	Reference / Comment
	ASX Recommendation
	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.	A. yes B. n/a	The Diversity Policy includes requirements for the Board to establish measurable objectives for achieving gender diversity for the Board to assess annually both the objectives and progress in achieving them. Whilst the Company has not set formal measurable objectives for achieving gender diversity, the Company is nonetheless committed to recruiting employees from a diverse pool of qualified candidates. The Board is charged with the responsibility of undertaking an annual review to:  assess its policies and procedures in reference to its diversity objectives;  determine whether its diversity policies and procedures are and are likely to continue to be appropriate; and  ensure that the Company, and its policies and procedures, comply with all applicable legal requirements in respect of diversity and that such policies and procedures remain relevant and effective. As at 30 June 2020, the Group had 41 employees; of these, 10 (24%) are female. 1 female holds a senior executive role. There are currently no female directors on the Board. The Company acknowledges this gender imbalance and is actively working towards obtaining a more even gender balance throughout the Company as it continues to grow. For the purposes of determining the number of female senior executives in the Company, the Company has defined “senior executive” as the Chief Executive Officer and all his/her direct reports.
1.6	A listed entity should:	Yes	The Directors aim to undertake an annual process to review the performance and effectiveness of the Board and individual directors. The Company Secretary oversees this process. The review assesses, amongst other things:

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		Compli- ance (yes/no)	Reference / Comment
	ASX Recommendation
	(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.		 the effectiveness of the Board in meeting the requirements of its charter;  whether the Board has members with the appropriate mix of skills and experience to properly perform their functions;  the contribution made by each Director at meetings and in carrying out their responsibilities as Directors generally, including preparing for meetings; and  whether adequate time is being allocated to Company matters, taking into account each Director’s other commitments. As part of the review, each Director completes, on a confidential basis, a self-appraisal questionnaire, and the Company Secretary collates the results and presents them to the Board for discussion. The Chairman leads a discussion of the questionnaire results with the Board as a whole, and provides feedback to individual Directors as necessary. The Board last undertook a self-appraisal and evaluation in October 2017. The Board is currently undergoing a self-appraisal and evaluation as at the date of this report.
1.7	A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	Yes	The Board aims to undertakes an annual review of the performance of the CEO, using where necessary an external consultant, against appropriate key performance indicators (KPI’s). These KPI’s can include both financial and non-financial targets. The CEO is expected to undertake an annual review of his/her director reports (senior executives) in the same manner. During the reporting period, the Board conducted its annual review of the CEO and all senior executives. This review focused on corporate achievements including whether corporate goals had been met. It also focused on individual contributions to those corporate achievements.

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• Compli-

• ASX Recommendation ance Reference / Comment (yes/no)

• Principle 2 – Structure the Board to be effective and add value

• The board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the industry in which it operates, to enable it to discharge its duties effectively and to add value.

• 2.1 The board of a listed entity should: Yes The Board has established a Remuneration and Nomination Committee comprising four members as at 30 June 2020:

• (a) have a nomination committee which: • Mr David Chambers (Chair);

• (1) has at least three members, a majority of • Dr Eliot Siegel; whom are independent directors; and • Mr Robert Bazzani; and

• (2) is chaired by an independent director, • Mr Mike Lampron and disclose: (3) the charter of the committee; The Remuneration and Nomination Committee’s functions and powers are formalised in a (4) the members of the committee; and Charter, a copy of which is available on the Website. (5) as at the end of each reporting period, the number of times the committee met All members of the Remuneration and Nomination Committee are independent Nonthroughout the period and the individual Executive Directors, including the Chair of the Committee, Mr David Chambers. attendances of the members at those meetings; or The nomination-related function of the Remuneration and Nomination Committee is, in

• (b) if it does not have a nomination committee, summary, to review and make recommendations in relation to the composition and disclose that fact and the processes it employs performance of the Board and its committees and ensuring that adequate succession plans to address board succession issues and to are in place (including for the recruitment and appointment of Directors and senior ensure that the board has the appropriate management). balance of skills, knowledge, experience, independence and diversity to enable it to The Remuneration and Nomination Committee will meet as often as is required by the discharge its duties and responsibilities Remuneration and Nomination Committee Charter or other policy approved by the Board to effectively. govern the operation of the Remuneration and Nomination Committee. Following each

The Remuneration and Nomination Committee will meet as often as is required by the Remuneration and Nomination Committee Charter or other policy approved by the Board to govern the operation of the Remuneration and Nomination Committee. Following each meeting, the Remuneration and Nomination Committee will report to the Board on any matter

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		Compli- ance (yes/no)	Reference / Comment
	ASX Recommendation
			that should be brought to the Board’s attention and on any recommendation of the Remuneration and Nomination Committee that requires Board approval. The Company discloses in its annual reports the number of times the Remuneration and Nomination Committee meets throughout each financial year and the individual attendances of the members at those meetings. The relevant qualifications and experience of the Remuneration and Nomination Committee members are disclosed in the Company’s 2020 Annual Report.
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.	Partial	The Board aims to be comprised of Directors which have, at all times, the appropriate mix of skills, experience, expertise and diversity relevant to Mach7’s businesses and the Board’s responsibilities. This objective is enumerated in the Board Charter, which can be found on the Company’s website. The Board regularly evaluates the mix of skills, experience and diversity at the Board level, and has developed and adopted a Board skills matrix which has been tailored to the circumstances and requirements of Mach7. It is intended that the skills matrix will be reviewed at least annually by the Board to ensure that ongoing needs in relation to supervising the Company and its operations are being met, and to take into account any changes in the Company’s circumstances and strategic priorities. The skills matrix is currently under review. The Company did not publish its skills matrix for FY20, but intends to do so once the review is complete.

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		Compli- ance (yes/no)	Reference / Comment
	ASX Recommendation
			The objectives of the skills matrix adopted by the Board are to:  Identify the skills, knowledge, experience and capabilities that are desired of the Board as a whole, in order for the Board to fulfil its role and in light of Mach7’s strategic direction;  Ascertain the current skills, knowledge, experience and capabilities of the Board, and provide the incumbent Directors with an opportunity to reflect upon and discuss the current composition of the Board; and  Identify any gaps in skills or competencies that can be addressed in future director appointments. In respect of the reporting period and as part of an active Board renewal process undertaken, the Board assessed each Director’s skill level against the following key skills set out in the matrix which the Board considered to be desired of the Board of Mach7:  Executive leadership and Board experience;  Financial literacy;  Legal, governance and compliance, ASX-listed company experience;  Strategy;  Health, safety, environment and sustainability;  Capital management;  Information Technology;  Sales and marketing;  Industry; and  Intellectual Property.

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		Compli- ance (yes/no)		Reference / Comment
	ASX Recommendation
				The Company’s 2020 Annual Report contains information on the skills, experience and expertise relevant to the position of director held by each Director as at the date of this report.
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 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.	Yes		During the year ended 30 June 2020 there have been four or five Directors on the Board at any one time. The Board of Directors as at 30 June 2020 and at the date of this statement comprises: Mr David Chambers Independent Non-Executive Chairman (director since 3 Aug. 18) Eliot Siegel, MD Independent Non-Executive Director (since 3 August 2018) Mr Robert Bazzani Independent Non-Executive Director (since 1 January 2020) Mr Michael Lampron Managing Director (non-independent) (since 24 June 2019) The Board has considered the circumstances of each Director and has determined that all non-executive Directors as at the date of this statement are independent Directors on the basis that they are free from any interest, position, association or relationship that might influence, or reasonably be perceived to influence the independent exercise of their judgement. Mr Lampron is not considered to be independent due to his executive role. In reaching the conclusions set out above, the Board considered the guidelines of materiality for the purpose of determining Director independence set out in the Board Charter and Box 2.3 of the Recommendations. The Board will continually assess whether there are any factors or considerations which may mean that a Director’s interest, position, association or relationship might influence, or reasonably be perceived to influence, the capacity of the Director to bring an independent judgement to bear on issues before the Board and to act in the best interests of Mach7 and

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		Compli- ance (yes/no)	Reference / Comment
	ASX Recommendation
			its security holders generally. The Corporations Act and regular Board meeting processes require Directors to advise the Board of any interest they have that has the potential to conflict with the interests of the Group, including any development that may impact their perceived or actual independence. If the Board determines that a Director’s status as an independent Director has changed, that determination will be disclosed and explained in a timely manner to the market. The length of service of each Director is set out above.
2.4	A majority of the board of a listed entity should be independent directors.	Yes	All Non-Executive Directors on the Company’s Board as at the date of this statement are independent directors.
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.	Yes	Mr David Chambers (Chairman) is an independent Non-Executive Director. The positions of Chairman and the CEO are held by separate persons.

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		Compli- ance (yes/no)	Reference / Comment
	ASX Recommendation
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	Yes	The Board is tasked with ensuring that an effective induction process is in place for newly appointed Directors, and the review of those induction procedures. In addition, incumbent Directors are provided with appropriate professional development opportunities to develop and maintain the skills and knowledge needed to perform their role as a Director effectively. As Directors join the Board, they undertake a comprehensive induction program, which includes the provision of information on the Company’s core values, key strategies, objectives, as well as its governance framework and operations. New Directors also meet with key senior management to gain a better appreciation of the Group’s services and capabilities. The Board receives ongoing governance updates as required, including in relation to recent legislative and regulatory changes and developments in corporate governance. All Directors have ongoing access to information on the Company’s operations and to the Group’s senior management. Each Director, at any time, is able to seek reasonable independent professional advice on any business-related matter at the expense of the Company. Directors also have access to adequate internal resources to seek any information from any officer or employee of the Group, or to require the attendance of management at meetings to enable them as Directors to fulfil their duties.

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		Compli- ance (yes/no)	Reference / Comment
	ASX Recommendation
	Principle 3 – Instil a culture of acting lawfully, ethically and responsibly A listed entity should instil and continually reinforce a culture across the organisation of acting lawfully, ethically and responsibly
3.1	A listed entity should articulate and disclose its values.	No	The Board and management are currently reviewing the Company’s Purpose, Goals and Values. Once finalised these will be communicated to all stakeholders of the Company.
3.2	A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.	Yes	The Board is committed to observing the highest standards of corporate practice and business conduct. Accordingly, the Board has adopted a Code of Conduct, a copy of which is available on the Website, and which sets out the way in which Mach7 seeks to conduct business, namely in an honest and fair manner, acting only in ways that reflect well on Mach7 in strict compliance with all laws and regulations. The Code of Conduct articulates acceptable practices for directors, senior executives and employees, to guide their behaviour and to demonstrate the commitment of the Company to ethical practices. The Company also seeks to ensure that advisers, consultants and contractors are aware of the Company’s expectations as set out in its Code of Conduct. Responsibilities of Mach7’s personnel under the Code of Conduct include protection of Mach7’s business, using Mach7’s resources in an appropriate manner, protecting confidential information and avoiding conflicts of interest. In addition, Mach7 is committed to promoting a culture of corporate compliance and ethical behaviour. It encourages employees to raise any concerns and report any instances where there has been a departure from established and expected ethical behaviour without any fear of intimidation, disadvantage or reprisal. Accordingly, the Board has adopted a Whistle-blowers’ Policy, a copy of which is available on the Website.

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ASX Recommendation	ASX Recommendation	ASX Recommendation	Compli- ance (yes/no)	Reference / Comment
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.		Yes	The Company has a whistleblower policy which is disclosed on the Company’s website.
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or a committee of the board is informed of any material breaches of that policy.		No	As at 30 June 2020, the Company did not have a formal anti-bribery and corruption policy. The Company adopted its anti-bribery and corruption policy on 15 October 2020. A copy of this policy is disclosed on the Company’s website.
		Principle 4 – Safeguard the integrity of corporate reports A listed entity should have appropriate processes to verify the integrity of its 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	Yes	The Board has established an Audit and Risk Management Committee comprising four members. These members as at 30 June 2020 are: • Mr Robert Bazzani (Chair) – Independent; • Dr. Eliot Siegel - Independent; • Mr Mike Lampron – Executive; and • Mr David Chambers - Independent.

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		Compli- ance (yes/no)	Reference / Comment
	ASX Recommendation
	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.		The audit-related role of the Audit and Risk Management Committee is to oversee Mach7’s financial reporting and its external audit functions. This includes confirming the quality and reliability of the financial information prepared by Mach7, working with the external auditor on behalf of the Board and reviewing non-audit services provided by the external auditor, to confirm that they are consistent with maintaining external audit independence. All Audit and Risk Management Committee members, including the Chair of the Committee, are considered to be independent Directors. The Chair of the Committee is not the Chair of the main Board. The Audit and Risk Management Committee’s functions and powers are formalised in a Charter, a copy of which is available on the Website. The Audit and Risk Management Committee will meet as often as is required by the Audit and Risk Management Committee Charter or other policy approved by the Board to govern the operations of the Audit and Risk Management Committee. The Chair of the Committee may invite other Directors, members of senior management and representatives of the external auditor to be present at meetings of the committee and seek advice from external advisers. The Audit and Risk Management Committee will regularly report to the Board about committee activities, issues and related recommendations. The Company discloses in its annual reports the number of times the Audit and Risk Management Committee meets throughout each financial year and the individual attendances

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		Compli- ance (yes/no)	Reference / Comment
	ASX Recommendation
			of the members at those meetings. The relevant qualifications and experience of the Audit and Risk Management Committee members are disclosed in the Company’s 2020 Annual Report.
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	The Directors are committed to the preparation of financial statements that present a balanced and clear assessment of the Group’s financial position and prospects. The Board reviews the Group’s half yearly and annual financial statements. The Board has a process to receive written assurances from the CEO and the CFO that the Group’s financial reports present a true and fair view, in all material respects, of the Group’s financial condition and operational results, and are in accordance with relevant accounting standards, and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. The Board does and will continue to seek these assurances prior to approving the financial statements for all half year and full year results.
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	The quarterly cash report is prepared using cash flow information submitted by the Mach7 finance controllers for each region. The regional cash flow information is reviewed and consolidated by the Group CFO. The CFO review includes reviewing bank transaction information and material movements from prior periods. The results are also compared against forecast and estimates. The quarterly cash report is authorised for release by the Board of Directors.

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ASX Recommendation	ASX Recommendation	Compli- ance (yes/no)	Reference / Comment
Principle 5 – Make timely and balanced disclosure A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price or value of its securities.
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 Board has adopted a Continuous Disclosure Policy which has established procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior management level for that compliance. The focus of these procedures is on continuous disclosure of any information concerning the Group that a reasonable person would expect to have a material effect on the price of the Company’s securities and improving access to information for all investors. The purpose of the procedures for identifying information for disclosure is to ensure timely and accurate information is provided equally to all shareholders and market participants. The Company Secretary is responsible for all communications with the ASX. All market sensitive Company announcements are vetted and authorised by the Chair and CEO to ensure they are made in a timely manner, are factual, do not omit material information and are expressed in a clear and objective manner that allows investors to assess the impact of the information when making investment decisions. A copy of the full Continuous Disclosure Policy is available on the Website.
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	Yes	The Company Secretary forwards a copy of any material announcement to the Directors promptly after receiving notification from the ASX of its release.

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ASX Recommendation	ASX Recommendation	Compli- ance (yes/no)	Reference / Comment
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	All investor or analyst presentations that contain materially new information are released on the ASX Market Announcements Platform ahead of the presentation by the Company Secretary.
Principle 6 – Respect the rights of security holders A listed entity should respect the rights of its security holders by providing them with appropriate information and facilities to allow them to exercise those rights effectively.
6.1	A listed entity should provide information about itself and its governance to investors via its website.	Yes	The ‘Investors’ section of Mach7’s Website is the primary medium of providing information to all shareholders and stakeholders. It has been designed to enable information to be accessed in a clear and readily accessible manner. The Investors section of the Website contains information relevant to shareholders and stakeholders including:  all relevant announcements made to the market, including annual and half yearly reports;  shareholder updates;  information provided to analysts or media during briefings; and  the full text of notices of meeting and explanatory material. All corporate governance policies and charters adopted by the Board are available on the Website.

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		Compli- ance (yes/no)	Reference / Comment
	ASX Recommendation
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	Yes	The Board is committed to facilitating effective two-way communication with its shareholders, investors and stakeholders, and has adopted a shareholder ‘Communications Policy’ to define and support this commitment. A copy of the Communications Policy is available on the Website. The Communications Policy sets out the Company’s investor relations approach, namely by communicating with its shareholders and investors by posting information on the Website, and by encouraging attendance and participation of shareholders at general meetings.
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders	Yes	Shareholders are encouraged to attend the Company’s general meetings, and notice of such meetings will be given in accordance with the Company’s Constitution, the Corporations Act, and the ASX Listing Rules. The Company’s annual general meeting in particular is an opportunity for shareholders to receive updates from the CEO and Chairman on Group performance, ask questions of the Board and vote on the various resolutions affecting the Company’s business. Shareholders are also given an opportunity at annual general meetings to ask questions of the Company’s 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 will be provided in the notices of meetings, and on the Website. Whilst shareholders are encouraged to attend meetings in person, in the event that they are unable to do so, they are encouraged to participate in the meeting by appointing a proxy, attorney or representative to vote on their behalf.

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		Compli- ance (yes/no)	Reference / Comment
	ASX Recommendation
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	All substantive resolutions at a meeting of shareholders are decided by poll.
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	Investors are able to communicate with the Company electronically by emailing the Company Secretary. Investors are also able to communicate with the Company’s registry electronically by emailing the registry or via the registry’s website. Mach7 encourages its shareholders to receive company information electronically by registering their email addresses online with Mach7’s share registry.
	Principle 7 – Recognise and manage risk A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework.
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	Yes	The Board has established an Audit and Risk Management Committee comprising four members: • Mr Robert Bazzani (Chair); • Dr Eliot Siegel; • Mr Mike Lampron; and • Mr David Chambers. The risk-related role of the Audit and Risk Management Committee is to oversee Mach7’s internal control structure and risk management systems, to provide advice to the Board and to report on the status and management of the risks to Mach7. The purpose of the Committee’s risk management process is to assist the Board in relation to risk management

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		Compli- ance (yes/no)	Reference / Comment
	ASX Recommendation
	(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.		policies, procedures and systems and ensure that risks are identified, assessed and appropriately managed. The majority of Audit and Risk Management Committee members, including the Chair of the Committee, are considered to be independent Directors. The Audit and Risk Management Committee’s functions and powers are formalised in a Charter, a copy of which is available on the Website. The Audit and Risk Management Committee will meet as often as is required by the Audit and Risk Management Committee Charter or other policy approved by the Board to govern the operations of the Audit and Risk Management Committee. The Company discloses in its annual reports the number of times the Audit and Risk Management Committee meets throughout each financial year and the individual attendances of the members at those meetings. The relevant qualifications and experience of the Audit and Risk Management Committee members are disclosed in the Company’s 2020 Annual Report.
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	(a) No	The Group has established policies and procedures to identify, assess and manage all material business and operational risks. The Board has responsibility for monitoring risk oversight and ensures that the Chief Executive Officer and the Chief Financial Officer or equivalent report on the status of business risks through risk management programs aimed at ensuring risks are identified, assessed and appropriately managed. The Board reviews the risk management framework and policies of the Group and at last review, was satisfied that management has developed and implemented a sound system of

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		Compli- ance (yes/no)	Reference / Comment
	ASX Recommendation
	(b) disclose, in relation to each reporting period, whether such a review has taken place.	(b) Yes	risk management and internal control. Whilst the Board has not formally reviewed the risk management framework in the last 12 months, it is presently undergoing such a review. The Board has adopted a Risk Management Policy, a copy of which is available on the Website.
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	Yes	The Company does not have an internal audit function. The Audit and Risk Management Committee has responsibility to ensure that the Company has appropriate internal audit systems and controls in place, and for overseeing the effectiveness of these internal controls. The Audit and Risk Management Committee is also responsible for conducting investigations of breaches or potential breaches of these internal controls. The Company’s external auditors also provide recommendations to the Audit and Risk Management Committee where internal control weaknesses have been identified. The Audit and Risk Management Committee is responsible for overseeing the implementation of recommendations to improve internal control weaknesses made by the Company’s auditors, as well as to generally oversee reviews and improvements to risk management and internal control processes.
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.	Yes	The Group’s operations are not subject to any significant environmental regulations under the Commonwealth or State legislation.

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ASX Recommendation	ASX Recommendation	Compli- ance (yes/no)	Reference / Comment
			Whilst the Company has exposure to elements of risks relevant to the industry in which Mach7 operates, the Company does not consider, given the nature of its business, that it has any specific extraordinary exposure to economic, environmental and social sustainability risks.
Principle 8 – Remunerate fairly and responsibly A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of value for security holders and with the entity’s values and risk appetite.
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	Yes	The Board has established a Remuneration and Nomination Committee comprising four members as at 30 June 2020: • Mr David Chambers (Chair); • Dr Eliot Siegel; • Mr Robert Bazzani; and • Mr Mike Lampron The Remuneration and Nomination Committee’s functions and powers are formalised in a Charter, a copy of which is available on the Website. The majority of members of the Remuneration and Nomination Committee are independent Non-Executive Directors, including the Chair of the Committee. The remuneration-related role of the Remuneration and Nomination Committee is to review and make recommendations to the Board on remuneration packages and policies relating to the Directors, CEO and other senior executives and to ensure that the remuneration policies and practices are consistent with its strategic goals and human resources objectives. The Committee is also responsible for administering short term and long-term incentive plans (including any equity plans).

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		Compli- ance (yes/no)	Reference / Comment
	ASX Recommendation
	(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.		The Remuneration and Nomination Committee will meet as often as is required by the Remuneration and Nomination Committee Charter or other policy approved by the Board to govern the operation of the Remuneration and Nomination Committee. Following each meeting, the Remuneration and Nomination Committee will report to the Board on any matter that should be brought to the Board’s attention and on any recommendation of the Remuneration and Nomination Committee that requires Board approval. The Company discloses in its annual reports the number of times the Remuneration and Nomination Committee meets throughout each financial year and the individual attendances of the members at those meetings. The relevant qualifications and experience of the Remuneration and Nomination Committee members are disclosed in the Company’s 2020 Annual Report. The Board has adopted a Remuneration Policy, a copy of which is available on the Website.
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	Details of the Directors’ and key senior executives’ remuneration are set out in the Remuneration Report section of the Company’s 2020 Annual Report. The structure of Non-Executive Directors’ remuneration is distinct from that of executives and is further detailed in the Remuneration Report section of the Company’s 2020 Annual Report.

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		Compli- ance (yes/no)	Reference / Comment
	ASX Recommendation
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	Yes	Mach7 has adopted a Long Term Incentive Plan (LTIP) to assist in the motivation, retention and reward of its employees. The LTIP is designed to align the interests of senior executives more closely with the interests of shareholders by providing an opportunity for senior executives to receive an equity interest in Mach7 through the granting of securities, the vesting of which is subject to satisfaction of certain performance or time-based conditions. A summary of the LTIP was provided in the Company’s notice of meeting for the General Meeting held on 31 July 2018, where the LTIP was last approved by shareholders. Participants in the LTIP are not permitted to hedge or otherwise limit the economic risk of participating in the LTIP. In addition, the Company has adopted a Securities Trading Policy which prohibits Directors and senior executives and other key management personnel and their closely related parties from entering into any arrangement that would have the effect of, directly or indirectly, granting any form of security (whether by way of charge, mortgage, pledge or otherwise) over any Mach7 securities which are unvested or subject to a holding lock, to secure any obligation or enter into any margin lending arrangement involving the Company’s securities. A copy of the Company’s Securities Trading Policy is available on the Website.

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