MICRO-X LIMITED — Regulatory Filings 2021

Aug 26, 2021

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

Micro-X Limited

ABN / ARBN:

Financial year ended:

21 153 273 735 30 June 2021

Our corporate governance statement[2 ] for the above period above can be found at:[3]

□ These pages of our annual report: - - � This URL on our website: https://micro x.com/investors/corporate governance/

The Corporate Governance Statement is accurate and up to date as at 27 August 2021 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date: 27 August 2021

Name of Director or Secretary authorising Kingsley Hall, Company Secretary lodgement:

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period. Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

2 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found. You can, if you wish, delete the option which is not applicable. Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.

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ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose: (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.		… the fact that we follow this recommendation: �in our Corporate Governance StatementOR □at [insert location] … and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): �athttps://micro-x.com/investors/corporate- governance/	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate 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.		… the fact that we follow this recommendation: �in our Corporate Governance StatementOR □at [insert location]	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.		… the fact that we follow this recommendation: �in our Corporate Governance StatementOR □at [insert location]	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.		… the fact that we follow this recommendation: �in our Corporate Governance StatementOR □at [insert location]	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable

4 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
1.5	A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) 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.	… the fact that we have a diversity policy that complies with paragraph (a): �in our Corporate Governance Statement OR □ at [insert location] … and a copy of our diversity policy or a summary of it: � https://micro-x.com/wp-content/uploads/2021/06/MX- Diversity-Policy.pdf …and a copy of our diversity statement: � https://micro-x.com/about-us/careers-at-micro-x/ □ at [insert location] … and the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: �in our Corporate Governance Statement OR □ at [insert location] … and the information referred to in paragraphs (c)(1) or (2): �in our Corporate Governance Statement OR □ at[insert location]	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): �in our Corporate Governance StatementOR □ at [insert location] … and the information referred to in paragraph (b): �in our Corporate Governance StatementOR □ at[insert location]	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable

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1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): �in our Corporate Governance StatementOR □ at [insert location] … and the information referred to in paragraph (b): �in our Corporate Governance StatementOR □ at[insert location]	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 2 - STRUCTURE THE BOARD 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 discharge its duties and responsibilities effectively.	[If the entity complies with paragraph (a):] … the fact that we have a nomination committee that complies with paragraphs (1) and (2): �in our Corporate Governance StatementOR □ at [insert location] … and a copy of the charter of the committee: □ at https://micro-x.com/investors/corporate- governance/ … and the information referred to in paragraphs (4) and (5): �in our Corporate Governance StatementOR □ at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively: □ in our Corporate Governance Statement OR □ at[insert location]	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	… our board skills matrix: �in our Corporate Governance StatementOR □at [insert location]	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	… the names of the directors considered by the board to be independent directors: �in our Corporate Governance StatementOR □ at [insert location] … and, where applicable, the information referred to in paragraph (b): □ in our Corporate Governance Statement OR □ at [insert location] … and the length of service of each director: �in our Corporate Governance StatementOR □ at[insert location]	□ an explanation why that is so in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	… the fact that we follow this recommendation: �in our Corporate Governance StatementOR □at [insert location]	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	… the fact that we follow this recommendation: �in our Corporate Governance StatementOR □at [insert location]	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	… the fact that we follow this recommendation: �in our Corporate Governance StatementOR □at [insert location]	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	… the fact that we follow this recommendation: �in our Corporate Governance StatementOR � athttps://micro-x.com/about-us/our-story/	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable

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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.		… our code of conduct or a summary of it: � in our Corporate Governance StatementOR �athttps://micro-x.com/investors/corporate- governance/	□an explanation why that is so in our Corporate Governance Statement
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	…our whistleblower policy or a summary of it: � in our Corporate Governance StatementOR �at https://micro-x.com/wp- content/uploads/2021/05/Whistleblower-Policy.pdf		□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable
3.4	A listed entity should: (c) have and disclose an anti-bribery and corruption policy; and (d) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	…our anti-bribery and corruption or a summary of it: � in our Corporate Governance StatementOR �at https://micro-x.com/wp-content/uploads/2021/05/Micro-X_- _Fraud_and_Corruption_Policy_6.pdf		□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	[If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2): �in our Corporate Governance StatementOR □ at [insert location] … and a copy of the charter of the committee: �at https://micro-x.com/investors/corporate- governance/ … and the information referred to in paragraphs (4) and (5): �in our Corporate Governance StatementOR □ at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner: □ in our Corporate Governance Statement OR □ at[insert location]	□ an explanation why that is so in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	… the fact that we follow this recommendation: �in our Corporate Governance StatementOR □at [insert location]	□ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	… the fact that we follow this recommendation: �in our Corporate Governance StatementOR □at [insert location]		□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity that does not hold an annual general meeting and this recommendation is therefore not applicable
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under the Listing Rule 3.1.	… our continuous disclosure compliance policy or a summary of it: □in our Corporate Governance StatementOR �at https://micro-x.com/investors/corporate- governance/		□ an explanation why that is so in our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	… the �in □at	fact that we follow this recommendation: our Corporate Governance StatementOR [insert location]	□ an explanation why that is so in our Corporate Governance Statement
5.3	A listed entity that gives 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	… the �in □at	fact that we follow this recommendation: our Corporate Governance StatementOR [insert location]	□ an explanation why that is so in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	… information about us and our governance on our website: �at https://micro-x.com/investors/corporate- governance/		□ an explanation why that is so in our Corporate Governance Statement
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	… the �in □at	fact that we follow this recommendation: our Corporate Governance StatementOR [insert location]	□ an explanation why that is so in our Corporate Governance Statement

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6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	… our policies and processes for facilitating and encouraging participation at meetings of security holders: □in our Corporate Governance StatementOR �at https://micro-x.com/investors/corporate- governance/	… our policies and processes for facilitating and encouraging participation at meetings of security holders: □in our Corporate Governance StatementOR �at https://micro-x.com/investors/corporate- governance/	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity that does not hold periodic meetings of security holders and this recommendation is therefore not applicable
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.	… the �in □at	fact that we follow this recommendation: our Corporate Governance StatementOR [insert location]	□ an explanation why that is so in our Corporate Governance Statement
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.	… the �in □at	fact that we follow this recommendation: our Corporate Governance StatementOR [insert location]	□ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	[If the entity complies with paragraph (a):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): �in our Corporate Governance StatementOR □ at [insert location] … and a copy of the charter of the committee: □ at https://micro-x.com/investors/corporate- governance/ … and the information referred to in paragraphs (4) and (5): �in our Corporate Governance StatementOR □ at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework: □ in our Corporate Governance Statement OR □ at[insert location]	□ an explanation why that is so in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: �in our Corporate Governance StatementOR □ at [insert location] … and that such a review has taken place in the reporting period covered by this Appendix 4G: □ in our Corporate Governance Statement OR □ at [insert location]	□ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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.	[If the entity complies with paragraph (a):] … how our internal audit function is structured and what role it performs: □ in our Corporate Governance Statement OR □ at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes: �in our Corporate Governance StatementOR □ at[insert location]	□ an explanation why that is so in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	… whether we have any material exposure to environmental or social risks and, if we do, how we manage or intend to manage those risks: �in our Corporate Governance StatementOR □at [insert location]	□ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	[If the entity complies with paragraph (a):] … the fact that we have a remuneration committee that complies with paragraphs (1) and (2): �in our Corporate Governance StatementOR □ at [insert location] … and a copy of the charter of the committee: �at https://micro-x.com/investors/corporate- governance/ … and the information referred to in paragraphs (4) and (5): �in our Corporate Governance StatementOR □ at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: □ in our Corporate Governance Statement OR □ at[insert location]	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives: �in our Corporate Governance StatementOR □at [insert location]	□ an explanation why that is so in our Corporate Governance Statement OR □ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
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.	… our policy on this issue or a summary of it: �in our Corporate Governance StatementOR □athttps://micro-x.com/investors/corporate- governance/)	□ an explanation why that is so in our Corporate Governance Statement OR □ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicable OR □ we are an externally managed entity and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	… the information referred to in paragraphs (a) and (b): □ in our Corporate Governance Statement OR □ at [insert location]	□ an explanation why that is so in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	… the terms governing our remuneration as manager of the entity: □ in our Corporate Governance Statement OR □ at[insert location]	□ an explanation why that is so in our Corporate Governance Statement

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Corporate governance statement

This document discloses the extent to which Micro-X Limited ACN 153 273 735 ( Company ) has followed the recommendations set by the ASX Corporate Governance Council in the third edition of its Corporate Governance Principles and Recommendations ( ASX Recommendations ) during the relevant part of the reporting period.

The Company recognises that the ASX Corporate Governance Council (Council) issued a fourth edition of its Corporate Governance Principles and Recommendations on 27 February 2019, which takes effect for an entity’s first full financial year commencing on or after January 2020. For the Company, that date is 30 June 2021.

This document is current and accurate as at 27 August 2021 and has been approved by the board of the Company.

PRINCIPLES AND RECOMMENDATIONS	COMPLY	EXPLANATION	EXPLANATION
	(YES/NO)
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
A listed entity should disclose:	Yes to all	The Company has adopted a Board Charter.
(a)the respective roles and responsibilities of its board and management; and		The Board Charter sets out the specific responsibilities of the Board,
		requirements as to the Board’s composition, the roles and responsibilities of
(b)those matters expressly reserved to the board and those delegated to
		the Board, its Chairman and Company Secretary, details of the Board’s
management.		relationship with management and the matters delegated to management.
		A copy of the Company’s Board Charter is available on the Company’s website
			(https://micro-x.com/investors/corporate-governance/).
Recommendation 1.2
A listed entity should:	Yes to all	(a) The Company has detailed guidelines for the appointment and selection
(a) undertake appropriate checks before appointing a person, or putting		of the Board which require the Board to undertake appropriate checks
forward to security holders a candidate for election, as a director; and		before appointing a person, or putting forward to security holders a
(b) provide security holders with all material information relevant to a		candidate for election, as a Director.
		(b) All material information relevant to a decision on whether or not to elect
decision on whether or not to elect or re-elect a director.
		or re-elect a Director will be provided to security holders in a Notice of
		Meeting pursuant to which the resolution to elect or re-elect a Director
		will be voted on.
Recommendation 1.3
A listed entity should have a written agreement with each director and	Yes	Eachdirector and senior executive is a party to a written agreement with the
senior executive setting out the terms of their appointment.		Company which sets out the terms of that Director’s or senior executive’s
		appointment.

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	PRINCIPLES AND RECOMMENDATIONS		COMPLY	EXPLANATION	EXPLANATION
			(YES/NO)
	Recommendation 1.4
	The company secretary of a listed entity should be accountable directly to the board,		Yes	The Board Charter provides that the Company Secretary is accountable directly
	through the chair, on all matters to do with the proper functioning of the board.			to the Board, through the chair.
	Recommendation 1.5
	A listed entity should:
			(a)Yes	The Company believes that diversity and inclusion in the workplace are the cornerstones of
	(a) have a diversity policy which includes requirements for the board:
				high organizational performance. The pursuit of diversity creates a workplace environment rich
	(i) to set measurable objectives for achieving gender diversity; and			in talent and ideas, which, in turn, drives innovation and original thinking.
	(ii) to assess annually both the objectives and the entity’s progress in
				The Company is committed to inclusion and diversity at all levels of the Company and strives to
	achieving them;			cultivate an environment of fairness, respect and equal opportunity. The Company recognises
			(b)Yes
	(b) disclose that policy or a summary of it; and			the clear corporate benefits of diversity, in that the contribution that people make through their
	(c) disclose as at the end of each reporting period:		(c)Yes	individual backgrounds and perspectives makes us more creative, flexible, productive and
				competitive. It provides us with the widest pool of available talent, facilitates employee
	(i) the measurable objectives for achieving gender diversity set by the			retention, fosters a better understanding of customer needs and values and contributes to our
	board in accordance with the entity’s diversity policy and its progress			corporate reputation.
	towards achieving them; and
				The Board has adopted a written Diversity and Inclusion Policy (“D&I Policy”). The D&I Policy
	(ii) either:
				includes requirements for the Board to set measurable objectives for achieving gender and
	(A) the respective proportions of men and women on the board, in			other forms of diversity, and to assess both the objectives and the Company’s progress in
				achieving them at the end of each reporting period. A copy of the Company’s Diversity Policy is
	senior executive positions and across the whole organisation
				available on the Company’s website at:
	(including how the entity has defined “senior executive” for these
				https://micro-x.com/wp-content/uploads/2021/06/MX-Diversity-Policy.pdf.
	purposes); or
	(B) the entity’s “Gender Equality Indicators”, as defined in the			Set out below are the measurable objectives established by the Board for the financial year
	Workplace Gender Equality Act 2012.			commencing 1 July 2020 for achieving diversity and the Company’s progress towards achieving
				them:
				Objective	Company Progress
				Draft and adopt D&I Statement	The Company has drafted and adopted its D&I Statement which can be found at: https://micro-x.com/about-us/careers-at-micro-x/
				Ensure that all job advertisements/ recruitment efforts: • include a focus on gender and ethnically diverse publications; and ~~ildth MX Diitd~~	The Company is in the process of listing the relevant diverse publications for job advertisements, which include LGBTQI, military, Work180. Company job descriptions now include the above ~~D&I Statement.~~
				~~•~~ ~~ncue e versy an~~
					~~16~~

	PRINCIPLES AND RECOMMENDATIONS		COMPLY	EXPLANATION	EXPLANATION
			(YES/NO)
	Recommendation 1.4
	The company secretary of a listed entity should be accountable directly to the board,		Yes	The Board Charter provides that the Company Secretary is accountable directly
	through the chair, on all matters to do with the proper functioning of the board.			to the Board, through the chair.
	Recommendation 1.5
	A listed entity should:
			(a)Yes	The Company believes that diversity and inclusion in the workplace are the cornerstones of
	(a) have a diversity policy which includes requirements for the board:
				high organizational performance. The pursuit of diversity creates a workplace environment rich
	(i) to set measurable objectives for achieving gender diversity; and			in talent and ideas, which, in turn, drives innovation and original thinking.
	(ii) to assess annually both the objectives and the entity’s progress in
				The Company is committed to inclusion and diversity at all levels of the Company and strives to
	achieving them;			cultivate an environment of fairness, respect and equal opportunity. The Company recognises
			(b)Yes
	(b) disclose that policy or a summary of it; and			the clear corporate benefits of diversity, in that the contribution that people make through their
	(c) disclose as at the end of each reporting period:		(c)Yes	individual backgrounds and perspectives makes us more creative, flexible, productive and
				competitive. It provides us with the widest pool of available talent, facilitates employee
	(i) the measurable objectives for achieving gender diversity set by the			retention, fosters a better understanding of customer needs and values and contributes to our
	board in accordance with the entity’s diversity policy and its progress			corporate reputation.
	towards achieving them; and
				The Board has adopted a written Diversity and Inclusion Policy (“D&I Policy”). The D&I Policy
	(ii) either:
				includes requirements for the Board to set measurable objectives for achieving gender and
	(A) the respective proportions of men and women on the board, in			other forms of diversity, and to assess both the objectives and the Company’s progress in
				achieving them at the end of each reporting period. A copy of the Company’s Diversity Policy is
	senior executive positions and across the whole organisation
				available on the Company’s website at:
	(including how the entity has defined “senior executive” for these
				https://micro-x.com/wp-content/uploads/2021/06/MX-Diversity-Policy.pdf.
	purposes); or
	(B) the entity’s “Gender Equality Indicators”, as defined in the			Set out below are the measurable objectives established by the Board for the financial year
	Workplace Gender Equality Act 2012.			commencing 1 July 2020 for achieving diversity and the Company’s progress towards achieving
				them:
				Objective	Company Progress
				Draft and adopt D&I Statement	The Company has drafted and adopted its D&I Statement which can be found at: https://micro-x.com/about-us/careers-at-micro-x/
				Ensure that all job advertisements/ recruitment efforts: • include a focus on gender and ethnically diverse publications; and ~~ildth MX Diitd~~	The Company is in the process of listing the relevant diverse publications for job advertisements, which include LGBTQI, military, Work180. Company job descriptions now include the above ~~D&I Statement.~~
				~~•~~ ~~ncue e versy an~~
					~~16~~

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			Inclusion statement.
			Ensure, to the extent possible, a balanced selection of final round candidates for any company position and ensure diversity on all interview panels.	Final round candidates for the Company have included, wherever possible, at least a 30% representation of women. The Company is in the process of implementing a tracking tool for these purposes. The Company maintains a selection process which ensures that all candidates undertake “cultural” interview with as many employees as possible, ensuring diversity on panels.
			Ensure that salaries for a specific job type or level will be the same regardless of gender or cultural background and taking into account relevant skills and experience.	The Company tracks its progress against this objective with salary benchmarking on an annual basis.
			Facilitate and support the participation of women in STEM, manufacturing and product service sectors.	The Company facilitated placements for female and international engineering students as part of its STEM Outreach program. The Company has hosted multiple facility and premise tours for high school students, with a focus on encouraging the participation of female students, as part of its STEM Outreach program. The Company’s production and manufacturing department increased its female hires to 20% of all hires in 20/21. The Company hosted female high school work experience students in its engineering and production departments.
			Ensure that MX marketing strategies, plans and materials are prepared and executed with a focus on diversity and inclusivity.	The Company has recently launched its rebranded website, with a focus on diverse and inclusive marketing content, including photos and videos.
			~~Embraceand highlight focuson ~~	~~The Company has a new ~~“~~Careers~~”~~recruitment~~

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	diversity and inclusion on MX website.	page on its re-branded website which includes a
		dedicated sub-section on the importance of
		diversity talent in the Company’s recruitment efforts.
	Required diversity training for all MX	The Company has not yet implemented a diversity
	employees (including the Board) on	training regime but has a short-list of consultants to
	diversity awareness and recognising	approach.
	unconscious bias.
	Target majority Company employee	The Company included a dedicated sub-section on
	participation in inaugural MX diversity	diversity and inclusivity in its annual cultural survey.
	and inclusion survey.	This survey obtained a majority employee response
		rate.
As at 30 June 2021, women represented:
	• 19% of the Company’s workforce (excluding senior executives);
	• 21% of the Company’s workforce (including senior executives);
	• 33% of the Company’s senior executive* positions: and
	• 16% at the Company Board level.
*For the purposes of this Statement, the Company defines “senior executive” as those who
directly report to the CEO/ Managing Director.

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PRINCIPLES AND RECOMMENDATIONS	COMPLY	EXPLANATION
	(YES/NO)
Recommendation 1.6
A listed entity should:		(a) The People and Remuneration Committee is responsible for
(a) have and disclose a process for periodically evaluating the	(a)Yes	evaluating the performance of the Board and individual Directors will be
performance ofthe board, its committees and individual directors; and		evaluated on an annual basis. It may do so with the aid of an independent
(b) disclose in relation to each reporting period, whether a		adviser.
	(b)Yes	(b) During the period the Board carried out a self-assessment review. The
performance evaluation was undertaken in the reporting period in
accordance with that process.		review references the Board policies in the Board Charter and Directors’
		Code of Conduct and covers the following matters:
		 The Board’s effectiveness in the development of the Company’s
		business and operations, and the functionality of each committee in
		performing its duties;
		 Interaction between the Board members and between Board
		members and the management team;
		 Board functionality – to monitor and control operations, compliance
		and management; and
		 The standard of conduct of Board members.
		This review is then summarised and reported at the scheduled Board meeting
		to improve the effectiveness of the Board. The Board identified a need for a
		Board and Committee skills matrix to be established and a review of
		Committee structures and compositions to ensure the correct expertise was
		available for future strategic plans.
Recommendation 1.7
A listed entity should:		(a) The Managing Director is responsible for evaluating the performanceof
(a) have and disclose a process for periodically evaluating the	(a)Yes	senior executives. The Managing Director provides an update to the
performance of itssenior executives; and		People and Remuneration Committee, who subsequently report to
(b) disclose in relation to each reporting period, whether a		the Board. The People and Remuneration Committee are
	(b)Yes	responsible for evaluating the performance of the Managing
performance evaluation was undertaken in the reporting period in		Director. The People and Remuneration Committee reports results
accordance with that process.
		to the Board.
		(b) Performance evaluations were undertaken during the relevant partof
		the reporting period.

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PRINCIPLES AND RECOMMENDATIONS COMPLY EXPLANATION (YES/NO)

Principle 2: Structure the board to add value

Recommendation 2.1

The board of a listed entity should:

• (a) have a nomination committee which:

• (i) has at least three members, a majority of whom are independent directors; and

• (ii) is chaired by an independent director, and disclose:

• (iii) the charter of the committee;

• (iv) the members of the committee; and

• (v) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

• (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, experience, independence and knowledge of the entity to enable it to discharge its duties and responsibilities effectively.

Recommendation 2.2

A listed entity should have and disclose a board skill matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership

• Yes to all (a) The Company has established a People and Remuneration Committee, which has responsibility for nomination matters.

• (b) A copy of the Committee’s Charter is available on the Company’s website

  • (https://micro-x.com/investors/corporate-governance/).

• (c) The Members of the Committee are:

   - a. Alexander Gosling (Chair), Independent Director;
  
   - b. David Knox, Independent Director;
  
   - c. James McDowell, Independent Director.
  

• (d) The number of times the committee met throughout the period and the individual attendances of the members at those meetings is disclosed in the Director’s Report contained in the Company’s Annual Report for the reporting period.

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The mix of professional experience, skills, expertise and diversity that the board currently has and assesses itself against is as follows:

		Skills and Experience	Number of
			directors
			(out of six)
		Management and leadership	6
		Sustained success in business at senior level.
		International business	5
		Experience at leadership or senior level in
		organisations with multiple global locations with
		exposure to different political, business and
		regulatory environments
		**Company growth **	6

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				Significant experience in successfully building or growing a business in both existing and new markets.
				Product Strategy Experience in developing and implementing successful strategies for new and existing products.	5
				Product development and commercialisation Experience in delivering a new product, or improving an existing one, to market for customers and suppliers.	5
				Medical/ Defence/ Security industry experience Experience in the medical, defence and/or security industries.	5
				People management Experience in developing and implenting successful strategies regarding the oversight of management of staff to ensure objectives are delivered.	6
				Governance Extensive experience with organisations that are subject to rigorous governance and compliance standards and an ability to assess the effectiveness of management.	6
				Finance/ Legal Experience at a senior level in financial accounting and reporting, corporate finance and internal financial controls or the provision of legal services to large business enterprises	4
				Cultural and Gender Diversity Skills Experience in inclusive management, cultural awareness and cross-cultural communication.	5
				Cultural leadership and values Create and reinforce norms, behaviours and decision-making processes which reflect the	6

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Company’s values. Manufacturing and engineering knowledge 4 Experience at leadership level in the operations of the medical device, engineering or manufacturing industry

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PRINCIPLES AND RECOMMENDATIONS	COMPLY	EXPLANATION
	(YES/NO)
Recommendation 2.3
A listed entity should disclose:
(a) the names of the directors considered by the board to be independent	Yes to all	As at the date of this report, the Board comprises six Directors, five of whom,
directors;		David Knox, Patrick O’Brien, Alexander Gosling, Yasmin King and James
(b) if a director has an interest, position, association or relationship of the		McDowell are considered by the Board to be independent directors.
type described in Box 2.3 of the ASX Corporate Governance
Principles and Recommendation (3rd Edition), but the board is of the		N/A.
opinion that it doesnot compromise the independence of the director, the
nature of the interest,position, association or relationship in question and
an explanation of why
the board is of that opinion; and
(c) the length of service of each director.		The Directors’ lengths of service are:
		 Peter Rowland – 9 years and 11 months
		 Patrick O’Brien – 6 years
		 Alexander Gosling – 6 years
		 Yasmin King – 4 years and 9 months
		 David Knox – 1 year and 4 months
		 James McDowell – 8 months
Recommendation 2.4
A majority of the board of a listed entity should be independent directors.	Yes	The Board Charter requires that, ideally, the majority of the Board be
		independent.
		Five of the six Directors are independent, therefore a majority of theBoard
		of the Company are independent. The Board considers that each of David Knox,
		Patrick O’Brien, Alexander Gosling, Yasmin King and James McDowell is
		an IndependentDirector for the purpose of the ASX Recommendations as each
		is free fromany interest, position, association or relationship that could
		materially interfere with, or reasonably be perceived to materially interfere
		with, the independent exercise of their judgement.

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	PRINCIPLES AND RECOMMENDATIONS		COMPLY	EXPLANATION
			(YES/NO)
	Recommendation 2.5
	The chair of the board of a listed entity should be an independent director		Yes	The Chair, David Knox is an independent Director.
	and, in particular, should not be the same person as the CEO of the entity.
				The Company’s Managing Director and Chief Executive Officer, Peter Rowland, is
				not the Chair of the Board.
	Recommendation 2.6
	A listed entity should have a program for inducting new directors and		Yes	The Company has in place an appropriate induction program.
	providing appropriate professional development opportunities for
	continuing directors to develop and maintain the skills and knowledge
	needed to perform their role as a director effectively.
	Principle 3: Act ethically and responsibly
	Recommendation 3.1
	A listed entity should articulate and disclose its values.		Yes	The Company has adopted the following values which embody, guide and
				reinforce the Company’s culture, behaviour and actions:
				~~•~~ Think
				• Create
				• Innovate
				~~A~~statement of the Company’s values can be found at:
				https://micro-x.com/about-us/our-story/
	Recommendation 3.2
	A listed entity should:			(a) The Company has a Code of Conduct for directors, senior executives and
	(a) Have and disclose a Code of Conduct for its directors, senior			employees.
			Yes
	executives and employees; and
				(b) The Code of Conduct is available on the Company’s website
	(b) Ensure that the board or a committee of the board is informed of
				(https://micro-x.com/investors/corporate-governance/).
	any material breaches of that code.
	Recommendation 3.3
	A listed entity should:		Yes	(a) The Company has a Whistleblower Policy that demonstrates its
				commitments to the highest standards of corporate compliance, ethical
				practice and to the protection of individuals who report suspected
	(a) have and disclose a whistleblower policy; and
				wrongdoing.
	(b) ensure that the board or a committee of the board is informed of
	~~il ii h li~~
	~~any matera ncdents reported under tat pocy.~~

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The Company’s Whistleblower Policy is available on the Company’s website at: - - - https://micro x.com/wp content/uploads/2021/05/Whistleblower Policy.pdf

• (b) Material incidents under the Whistleblower Policy are elevated to the immediate attention of the Company’s Board (to the extent not already reported.)

Recommendation 3.4

A listed entity should:

• (a) have and disclose an anti-bribery and corruption policy; and

• (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.

• Yes

• (a) The Company has an Anti-bribery, Fraud and Corruption Policy that prohibits all officers, directors and employees from engaging in activity that constitutes bribery, fraud or corruption, and provides definitional guidelines for what constitutes bribery and corruption.

The Company’s Anti-Bribery, Fraud and Corruption Policy is available - - on the Company’s website at:https://micro x.com/wp - - content/uploads/2021/05/Micro X_ _Fraud_and_Corruption_Policy_6.pdf

• (b) Material incidents under the Anti-bribery, Fraud and Corruption Policy are elevated to the immediate attention of the Company’s Board (to the extent not already reported.)

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PRINCIPLES AND RECOMMENDATIONS		COMPLY	EXPLANATION	EXPLANATION
		(YES/NO)
Principle 4: Safeguard integrity in financial reporting
Recommendation 4.1
The board of a listed entity should:		Yes
(a) have an audit committee which:			(a)The Company has established an Audit and Risk Committee.
(i) has at least three members, all of whom are non-executive			(b) A copy of the Committee’s Charter is available on the Company’s
directors and a majority of whom are independent directors;			website
and				(https://micro-x.com/investors/corporate-governance/)
(ii) is chaired by an independent director, who is not the chair of the			(c) The Members of the Committee are:
board,and disclose:			a. Yasmin King (Chair), Independent Director;
(iii)the charter of the committee;			b. David Knox, Independent Director; and
(iv)the relevant qualifications and experience of the members of			c. Patrick O’Brien, Independent Director.
the committee; and
(v) in relation to each reporting period, the number of times the
			(d) The qualifications and experience of the Members of the Committeeare
committee met throughout the period and the individual
			disclosed in the Director’s Report contained in the Company’s Annual
attendancesof the members at those meetings; or
			Report for the reporting period.
(b) if it does not have an audit committee, disclose that fact and the
			(e) The number of times the committee met throughout the period and the
processes it employs that independently verify and safeguard the
			individual attendances of the members at those meetings isdisclosed in
integrity of itsfinancial reporting, including the processes for the
			the Director’s Report contained in the Company’s AnnualReport for the
appointment and removalof the external auditor and the rotation of
			reporting period.
the audit engagement partner.
Recommendation 4.2
The board of a listed entity should, before it approves the entity’s		Yes
			The Board complies with the Recommendations.
financialstatements for a financial period, receive from its CEO and CFO a
declaration thatthe financial records of the entity have been properly
maintained and that thefinancial statements comply with the appropriate
accounting standards and give atrue 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
operatingeffectively.

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PRINCIPLES AND RECOMMENDATIONS	COMPLY	EXPLANATION	EXPLANATION	EXPLANATION	EXPLANATION
	(YES/NO)
Recommendation 4.3
A listed entity should disclose its process to verify the integrity of any	Yes	All periodic corporate reporting which is not externally audited is reviewed by
		the Audit and Risk Committee, with input from the responsible executives.
periodic corporate report it releases to the market that is not audited or
		Once the integrity of the report has been verified, the Audit and Risk
reviewed by an external auditor.		Committee recommend to the Board that the information be released.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
A listed entity shouldhave and disclose a written policy for complying with its	Yes	(a) The Company has a written policy for complying with its continuous
continuous disclosure obligationsunder the Listing Rules 3.1.		disclosure obligations under the Listing Rules.
		(b) This Continuous disclosure policy is available on the Company’s
		website		(https://micro-x.com/investors/corporate-governance/).
Recommendation 5.2
	Yes	ASX announcements are made when the Company’s Board or executive
A listed entity should ensure that its board receives copies of all material		management team become aware of information required to be disclosed
market announcements promptly after they have been made.		to the market in accordance with the Listing Rules. Copies of all material
		market announcements are promptly made available to the Board once
		they are released.
Recommendation 5.3
	Yes		Any new and substantive investor or analyst presentation is released to
A listed entity that gives new and substantive investor or analyst			the ASX Market Announcements Platform ahead of the presentation.
presentation should release a copy of the presentation materials on the
ASX Market Announcements platform ahead of the presentation.
Principle 6:Respect the rights of security holders
Recommendation 6.1			Information about the Company’s governance is available on the
A listed entity should provide information about itself and its governance to	Yes		Company’s website at		(https://micro-x.com/investors/corporate-
investors via its website.			governance/).

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Recommendation 6.2

A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.

The Company has adopted a Shareholder Communications Policy which aims to promote and facilitate effective two-way communication with Yes investors. The Strategy outlines a range of ways in which information is communicated to shareholders.

• A copy of the policy is available on the Company’s website (https://micro - x.com/investors/corporate governance/) .

Recommendation 6.3 The Shareholder Communication Policy, which contains the relevant A listed entity should disclose the policies and processes it has in place to Yes policies and procedures, is available on the Company’s website facilitate and encourage participation at meetings of security holders. (https://micro-x.com/investors/corporate-governance/). Recommendation 6.4 The Company’s Constitution permits a poll be called at the election of A listed entity should ensure that all substantive resolutions at a meeting of Yes the Chair. All resolutions called for at the 2020 AGM were determined by security holders are decided by a poll rather than by a show of hands. poll, and to ensure consistency with the Recommendation, the Company will ensure that all future substantive resolutions will continue to be determined by poll.

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PRINCIPLES AND RECOMMENDATIONS	COMPLY	EXPLANATION	EXPLANATION
	(YES/NO)
Recommendation 6.5		The Shareholder Communication Policy provides for this facility.
A listed entity should give security holders the option to receive	Yes
communicationsfrom, and send communications to, the entity and its security
registryelectronically.
Principle 7: Recognise and manage risk
Recommendation 7.1
The board of a listed entity should:	Yes	(a)The Company has established an Audit and Risk Committee, which is
(a) have a committee or committees to oversee risk, each of which:		responsible for overseeing risk.
(i) has at least three members, a majority of whom are		(b)A copy of the Committee’s Charter is available on the Company’s
independent directors; and		website
(ii) is chaired by an independent			(https://micro-x.com/investors/corporate-governance/).
director,and disclose:		(c)The Members of the Committee are:
(iii)the charter of the committee;		a. Yasmin King (Chair), Independent Director;
(iv)the members of the committee; and
		b. Patrick O’Brien, Independent Director;and
(v) as at the end of each reporting period, the number of times the
committee met throughout the period and the individual		c. David Knox, Independent Director.
attendancesof the members at those meetings; or		(d)The number of times the committee met throughout the period and the
(b) if it does not have a risk committee or committees that satisfy (a) above,		individual attendances of the members at those meetings is
disclose that fact and the process it employs for overseeing the entity’s		disclosed in the Director’s Report contained in the Company’s Annual
riskmanagement framework.		Report for the reporting period.
Recommendation 7.2
The board or a committee of the board should:
(a) review the entity’s risk management framework with management at	(a)Yes	The Audit and Risk Committee reviews the risk management
least annually to satisfy itself that it continues to be sound, to determine		framework at least annually.
whetherthere have been any changes in the material business risks the		The review of the risk management framework was undertaken
entity facesand to ensure that they remain within the risk appetite set by
the board; and	(b)Yes	during the period.
(b) disclose in relation to each reporting period, whether such a review has
taken place.

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PRINCIPLES AND RECOMMENDATIONS	COMPLY	EXPLANATION	EXPLANATION
	(YES/NO)
Recommendation 7.3		Due to the current size of the Company, and taking into account
A listed entity should disclose:	Yes	cost/benefit considerations, the Board does not currently consider it
		necessary to have an internal audit function.
(a) if it has an internal audit function, how the function is structured and
what role it performs; or		The Audit and Risk Committee Charter requires the Committee to overseethe
(b) if it does not have an internal audit function, that fact and the processes		evaluation and continual improvement of the effectiveness of the
itemploys for evaluating and continually improving the effectiveness of its		Company’s risk management and internal control processes. The
riskmanagement and internal control processes.		Committee will achieve this objective by closely monitoring these areas andwill
		require management to review and report on risk and internal controlareas.
		The Committee will consider the use of external resources to assist
		as required.
Recommendation 7.4		The Company currently does not have any material exposure to environmental
A listed entity should disclose whether it has any material exposure to environmental	Yes	or social risk. As and when the Company has any material exposure to
and social sustainability risks and, if it does, how it manages or intends to		environmental or social sustainabilityrisk, it will disclose any such exposure
manage those risks.		and how it manages or intends to manage those risks.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
The board of a listed entity should:	Yes
		(a)The Company has established a People and Remuneration
(a) have a remuneration committee which:
(i) has at least three members, a majority of whom are		Committee, which has responsibility for remuneration matters.
independent directors; and		(b)A copy of the Committee’s Charter is available on the Company’s
(ii) is chaired by an independent		website
director,and disclose:			(https://micro-x.com/investors/corporate-governance/).
(iii)the charter of the committee;		(c)The Members of the Committee are:
(iv)the members of the committee; and
		a. Alexander Gosling (Chair), Independent Director;
(v) as at the end of each reporting period, the number of times the
committee met throughout the period and the individual		b. David Knox, Independent Director; and
attendances of the members at those meetings; or		c. James McDowell, Independent Director.
(b) if it does not have a remuneration committee, disclose that fact and		(d)The number of times the committee met throughout the period and the
theprocesses it employs for setting the level and composition of		individual attendances of the members at those meetings is
remuneration for directors and senior executives and ensuring that such		disclosed in the Director’s Report contained in the Company’s Annual
remuneration isappropriate and not excessive.		Report for the reporting period.

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PRINCIPLES AND RECOMMENDATIONS	COMPLY	EXPLANATION	EXPLANATION	EXPLANATION
	(YES/NO)
Recommendation 8.2		The Company’s policies and practices regarding the remuneration of non-
A listed entity should separately disclose its policies and practices regarding the	Yes	executive directors and the remuneration of executive directors and other
remuneration of non-executive directors and the remuneration of executive		senior executives are disclosed in the Remuneration Report contained in its
directors and other senior executives.		Annual Report as lodged with the ASX and issued to shareholders.
		A copy of the Committee’s Remuneration Policy is available on the
		Company’s website
		(https://micro-x.com/investors/corporate-governance/).
Recommendation 8.3		(a)	The Company’s long and short-term incentive programs contain an
A listed entity which has an equity-based remuneration scheme should:	Yes		element of remuneration which involves deferred share rights and
(a) have a policy on whether participants are permitted to enter into			performance share rights, entitling employees to shares.
transactions (whether through the use of derivatives or otherwise)		(b)	The Company has a Share Trading Policy which includes a policy
which limit the economic risk of participating in the scheme; and			prohibiting participants of an equity-based remuneration scheme
(b) disclose that policy or a summary of it.			from entering into transactions (whether through the use of
			derivatives or otherwise) which limit the economic risk of
			participating in the scheme.
		(c)	A copy of the Company’s Share Trading Policy is available on the
			Company’s website	(https://micro-x.com/investors/corporate-
			governance/)

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