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MACH7 TECHNOLOGIES LIMITED Governance Information 2022

Sep 28, 2022

65285_rns_2022-09-28_66de794f-ca15-46b7-9675-c04ee5d3e335.pdf

Governance Information

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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 2022. This statement identifies any Recommendations that have not been followed and provides reasons for not following such Recommendations. This statement is current as at 16 September 2022 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 is published on the Company’s website (www.mach7t.com/about us/corporate-governance) ( Website ) together with an Appendix 4G with ASX at the same time that the Company’s 2022 Annual Report is lodged with ASX. The Appendix 4G particularises each Recommendation that needs to be reported against by the Company and provides shareholders with information as to where relevant governance disclosures can be found.

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

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ASX Recommendation ASX Recommendation Compliance
(yes/no)		 Reference / Comment
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 Managing Director and Chief Executive Officer
(MD&CEO) the authority and power to manage Mach7 and its businesses within levels
of authority specified by the Board from time to time. The MD&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.
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

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ASX Recommendation ASX Recommendation Compliance
(yes/no)		 Reference / Comment
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,
where required, to:

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;

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.
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

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ASX Recommendation ASX Recommendation Compliance
(yes/no)		 Reference / Comment
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.

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ASX Recommendation Compliance
(yes/no)		 Reference / Comment
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 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:
(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;		 Partially 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 promoting workforce diversity.
The Company has adopted a Diversity Policy which can be viewed on the Website.
The Diversity Policy requires the commitment of the Directors and senior
management to promote the specific objective of diversity and seeks to ensure, to
the extent that is practicable and appropriate, that the Company’s director
appointment and employee recruitment processes are undertaken with reference to
the objectives of the Diversity Policy.
The Diversity Policy includes requirements for the Board to establish measurable
objectives for achieving gender diversity for the Board to assess annually both the

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  • Compliance

  • ASX Recommendation (yes/no)

  • 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.

Reference / Comment

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 2022, the Group had 94 employees including 24 (26%) women. 2 women hold senior executive roles. 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. There are currently no female directors on the Board and 2 out of 8 direct reports to the Board are female (25%).

  • 1.6 A listed entity should: Yes (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

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:

  • 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;

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ASX Recommendation Compliance
(yes/no)		 Reference / Comment
in accordance with that process during or in
respect of that period.
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 June 2022.
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 MD&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 MD&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 MD&CEO.
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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ASX Recommendation ASX Recommendation Compliance
(yes/no)		 Reference / Comment
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:
(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		 Yes The Board has established a Remuneration and Nomination Committee comprising
four members as at 30 June 2022:

Mr David Chambers (Chair);

Mr Philippe Houssiau;

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 the Remuneration and Nomination Committee are independent Non-
Executive Directors, including the Chair of the Committee, Mr David Chambers.
The nomination-related function of the Remuneration and Nomination Committee is,
in summary, to review and make recommendations in relation to the composition
and performance of the Board and its committees and ensuring that adequate
succession plans are in place (including for the recruitment and appointment of
Directors and senior management).
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

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ASX Recommendation Compliance
(yes/no)		 Reference / Comment
discharge its duties and responsibilities
effectively.		 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 2022 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.		 Yes The Board aims to be comprised of Directors who 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. A
copy of the matrix is included in this report at Appendix A.
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;

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  • Compliance

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

  • ASX Board Experience

  • Strategy

  • Health, safety, environment and sustainability

  • Financial literacy

  • Legal, governance and compliance

  • Information technology

  • Capital management

  • Mergers/acquisitions/Divestments

  • Medical/biotech

  • Sales and marketing

  • Industry experience;

  • Intellectual property (IP)

  • International business development.

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ASX Recommendation ASX Recommendation Compliance
(yes/no)		 Reference / Comment
The Company’s 2022 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 2022 there have been five Directors on the Board. The
Board of Directors as at 30 June 2022 and at the date of this statement comprises:
Mr David Chambers
Independent Non-Executive Chairman (since 3/08/2018)
Mr Michael Lampron
Managing Director (since 24/06/2019)
Mr Eliot Siegel, MD
Independent Non-Executive Director (since 3/08/2018)
Mr Robert Bazzani
Independent Non-Executive Director (since 1/01/2020)
Mr Philippe Houssiau
Independent Non-Executive Director (since 1/01/2021)
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 its security holders generally. The Corporations Act and

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ASX Recommendation Compliance
(yes/no)		 Reference / Comment
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 CEO are held by separate persons.
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.		 Partially 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.
As Directors join the Board, they are given the opportunity to meet with every other
non-executive Director, and the CEO, managing Director. During those discussions,
they are provided with certain information about the business and are directed to the
website which contains all relevant corporate governance policies and Charters,
however the Board notes this process could be made more formal.
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.

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ASX Recommendation Compliance
(yes/no)		 Reference / Comment
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. There is, however, no formal program
for professional development.
Principle 3 – Instill a culture of acting lawfully, ethically and responsibly
A listed entity should instill 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 the Company’s Statement of Values will be uploaded to
the Company Website.
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

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ASX Recommendation ASX Recommendation ASX Recommendation Compliance
(yes/no)		 Reference / Comment
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
Whistleblowers’ Policy, a copy of which is available on the Website.
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.		 Yes 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: Yes The Board has established an Audit and Risk Management Committee comprising
three members. These members as at 30 June 2022 are:

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(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
Mr Robert Bazzani (Chair) – Non-executive, Independent;

Dr. Eliot Siegel – Non-executive, Independent;

Mr David Chambers – Non-executive, Independent.
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.

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auditor and the rotation of the audit
engagement partner.		 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 2022 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
and business update is authorised for release by the Board of Directors.

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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 the Managing Director 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		 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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announcements promptly after they have been
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 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:

material announcements made to the market, including annual & half-yearly
reports;

shareholder updates;

information provided to analysts or media during briefings; and

the full text of notices of meeting and explanatory material.

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All corporate governance policies and charters adopted by the Board are available
on the Website.
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, or online, depending on COVID-19 restrictions), in the

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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.
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 (whether substantive or not) 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:		 Yes The Board has established an Audit and Risk Management Committee comprising
three members:

Mr. Robert Bazzani (Chair);

Dr. Eliot Siegel; 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

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(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.		 purpose of the Committee’s risk management process is to assist the Board in
relation to risk management 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 2022 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		 Yes 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

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(b) disclose, in relation to each reporting
period, whether such a review has taken
place.		 system of risk management and internal control. The Audit and Risk Management
Committee reviews the Risk Register at least annually.
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.
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.

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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
(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		 Yes The Board has established a Remuneration and Nomination Committee comprising
four members as at 30 June 2022:

Mr David Chambers (Chair);

Mr Philippe Houssiau;

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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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 2022 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 2022 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 2022 Annual Report.

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ASX Recommendation

Compliance (yes/no)

Reference / Comment

ASX Recommendation ASX Recommendation Compliance
(yes/no)		 Reference / Comment
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 11 November 2021,
where a grant of 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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Appendix A: Board Skills Matrix

The Board skills matrix was last undertaken in September 2022. Each board member rated their skill set from 0-3 (3 being the most experienced) in several areas deemed to be relevant to the Company, as noted in the chart below. Those rankings were averaged across the four Directors who were on the Board at the time the evaluation was undertaken.

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Average out of 3
International business development
Industry experience
Sales and marketing
Medical/Biotech/
Mergers/Acquisitions/Divestments
Capital management
Intellectual Property (IP)
Information Technology
Legal, governance and compliance
Financial literacy
Health, safety, environment and sustainability
Strategy
ASX Board Experience
Executive leadership and Board experience
0.0000 0.5000 1.0000 1.5000 2.0000 2.5000 3.0000
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