READCLOUD LIMITED — Governance Information 2018

Aug 28, 2018

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity: Readcloud Limited ABN / ARBN: Financial year ended: 44 136 815 891 30 June 2018

Our corporate governance statement2 for the above period above can be found at:3

☐ These pages of our annual report:

☒ This URL on our website: https://www.readcloud.com/investors#corporate-governance

The Corporate Governance Statement is accurate and up to date as at 28 August 2018 and has been approved by the board.

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

Date: 28 August 2018

Name of Director or Secretary authorising lodgement:

Melanie Leydin – Company Secretary

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.

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	of the	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4
	PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	Alisted entity should disclose:(a)the respective roles and responsibilities of its board andmanagement; and(b)those matters expressly reserved to the board and thosedelegated 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 ofour board and management(including those matters expresslyreserved to the board and those delegatedto management):☒athttps://www.readcloud.com/investors#corporate-governance	☐☐	an explanation why that is soin our Corporate GovernanceStatementORwe arean externally managed entity and this recommendationis therefore not applicable
1.2	Alisted entity should:(a)undertake appropriate checks before appointing a person, orputting forward to security holders a candidate for election,as a director; and(b)provide security holders with all material information in itspossession relevant to a decision on whether or not to elector re-elect a director.	… the factthat we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐☐	an explanation why that is soin our Corporate GovernanceStatementORwe are an externally managed entity and this recommendationis therefore not applicable
1.3	A listed entity should have a written agreement with each directorand 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 explanationwhy that is soin our Corporate GovernanceStatementORwe are an externally managed entity and this recommendationis therefore not applicable
1.4	The company secretary of a listed entity should be accountabledirectly to the board, through the chair, on all matters to do with theproper functioning of the board.	… the fact that we follow this recommendation:☒ORin our Corporate Governance Statement☐at[insert location]	☐☐	an explanationwhy that is soin our Corporate GovernanceStatementORweare an externally managed entity and this recommendationis 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.

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
1.5	A listed entity should:(a)have a diversity policy which includes requirements for theboardor a relevant committee of the board tosetmeasurable objectives for achieving gender diversity andtoassess annually both the objectives and the entity's progressin achievingthem;(b)disclose that policy or a summary of it; and(c)disclose as at the end of each reporting periodthemeasurable objectives for achieving gender diversity set bythe board or a relevant committee of the board in accordancewith the entity's diversity policy and its progress towardsachieving themand either:(1)the respective proportions of men and women on theboard, in senior executive positions and across thewhole organisation (including how the entity has defined"senior executive" for thesepurposes); or(2)if the entity is a "relevant employer" under the WorkplaceGender Equality Act, the entity's most recent "GenderEquality Indicators", as defined in and published underthat Act.	… the fact that we have a diversity policy that complies withparagraph(a):☐in our Corporate Governance StatementOR☐at[insert location]☐in our Corporate Governance Statement OR☐at[insert location]… and the information referred to in paragraphs (c)(1) or(2):☐in our Corporate Governance StatementOR☐at[insert location]	☒an explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
1.6	A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of the board, its committees and individualdirectors; and(b)disclose,in relation to each reporting period, whether aperformance evaluation was undertaken in the reportingperiod in accordance with that process.	… the evaluationprocess 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 soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
1.7	A listed entity should:(a)have and disclose a process for periodically evaluating theperformance of its senior executives; and(b)disclose,in relation to each reporting period, whether aperformance evaluation was undertaken in the reportingperiod in accordance withthat process.	… the evaluationprocess referred to in paragraph (a):☒ORin our Corporate Governance Statement☐at[insert location]… and the information referred to in paragraph (b):☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
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 areindependent 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 oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings; or(b)if it does not have a nomination committee, disclose thatfact and the processes it employs to address boardsuccession issues and to ensure that the board has theappropriate balance of skills, knowledge, experience,independence and diversity to enable it to discharge itsduties and responsibilities effectively.	[If the entity complies with paragraph (a):]… the fact that we have a nomination committee that complies withparagraphs (1) and (2):☒in our Corporate Governance Statement OR☐at[insert location]… and a copy of the charter of the committee:☒athttps://www.readcloud.com/investors#corporate-governancev… and the information referred to in paragraphs (4) and (5):☒in our Corporate Governance Statement OR☐at[insert location][If the entity complies with paragraph (b):]… the fact that we do not have a nomination committee and theprocesses we employ to address board succession issues and toensure that the board has the appropriate balance of skills,knowledge, experience, independence and diversity to enable it todischarge its duties and responsibilities effectively:☒in our Corporate Governance Statement OR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatement OR☐we are an externally managed entity and this recommendationis therefore not applicable
2.2	A listed entity should have and disclose a board skills matrixsetting out the mix of skills and diversity that the board currentlyhas or is looking to achieve in its membership.	… our boardskills matrix:☐in our Corporate Governance Statement OR☐athttps://www.readcloud.com/investors#corporate-governance	☒an explanation why that is soin our Corporate GovernanceStatement OR☐we are an externally managed entity and this recommendationis therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
2.3	A listed entity should disclose:(a)the names of the directors considered by the board to beindependent directors;(b)if a director has an interest, position, association orrelationship of the type described in Box2.3but the boardis of the opinion that it does not compromise theindependence of the director, the nature of the interest,position, association or relationship in question and anexplanation 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 beindependentdirectors:☒in our Corporate Governance StatementOR☐at[insert location]… and, where applicable, the information referred to in paragraph (b):☒in our Corporate Governance StatementOR☐at[insert location]… and the length of service of each director:☒in our Corporate Governance Statement OR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatement
2.4	A majority of the board of a listed entity should be independentdirectors.	… the fact that we follow this recommendation:☐in our Corporate Governance StatementOR☐at[insert location]	☒an explanationwhy that is so in our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
2.5	The chair of the board of a listed entity should be an independentdirector and, in particular, should not be the same person as theCEO of the entity.	… the fact thatwe follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is so in our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
2.6	A listed entity shouldhave a program for inducting new directorsand provideappropriate professional development opportunitiesfor directors to develop and maintain the skills and knowledgeneeded to perform their role as directorseffectively.	… the factthat we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is so in our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendationis therefore not applicable
PRINCIPLE 3 –ACTETHICALLYAND RESPONSIBLY
3.1	A listed entity should:(a)have a code of conduct for its directors, senior executivesand employees; and(b)disclose that code or a summary of it.	… our codeof conduct or a summary of it:☐in our Corporate Governance StatementOR☒athttps://www.readcloud.com/investors#corporate-governance	☐an explanationwhy that is soin our Corporate GovernanceStatement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
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 nonexecutive directors and a majority of whom areindependent directors; and(2)is chaired by an independent director, who is not thechair of the board,and disclose:(3)thecharter of the committee;(4)the relevant qualifications and experience of themembers of the committee; and(5)in relation to each reporting period, the number oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings;or(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verify andsafeguard the integrity of its corporate reporting, includingthe processes for the appointment and removal of theexternal auditor and the rotation of the audit engagementpartner.	[If the entity complies with paragraph (a):]… the fact that we have an audit committee that complies withparagraphs (1) and (2):☐in our Corporate Governance StatementOR☐at[insert location]… and a copy of the charter of the committee:☐at[insert location]… and the information referred to in paragraphs (4) and (5):☐in our Corporate Governance StatementOR☐at[insert location][If the entity complieswith paragraph (b):]☒in our Corporate Governance StatementOR☐at[insert location]	☒an explanation why that is soin our Corporate GovernanceStatement
4.2	The board of a listed entity should, before it approves the entity'sfinancial statements for a financial period, receive from its CEOand CFO a declaration that, in their opinion,the financial recordsof the entity have been properly maintained and that the financialstatements comply with the appropriate accounting standardsand give a true and fair view of the financial position andperformance of the entityand that the opinion has been formedon the basis of a sound system of risk management and internalcontrol which is operating effectively.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanation why that is soin our Corporate GovernanceStatement

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
4.3	A listed entity that has an AGM should ensure that its externalauditor attends its AGM and is available to answer questionsfrom security holders relevant to the audit.	… the fact thatwe follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is so in our Corporate GovernanceStatementOR☐we are an externally managed entity that does not holdanannual general meeting and this recommendation is thereforenot applicable
PRINCIPLE 5 –	MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should:(a)have a written policy for complying with its continuousdisclosure obligations under the Listing Rules; and(b)disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatement
PRINCIPLE 6 –RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and itsgovernance to investors via its website.	… information about us and our governance on our website:☒athttps://www.readcloud.com/investors#corporate-governance	☐an explanationwhy that is soin our Corporate GovernanceStatement
6.2	A listed entity should design and implement an investor relationsprogram to facilitate effective two-way communication withinvestors.	… the factthat we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatement
6.3	A listed entity should disclose the policies and processes it has inplace to facilitate and encourage participation at meetings ofsecurity holders.	… our policies and processes for facilitating and encouragingparticipation at meetings of security holders:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is so in our Corporate GovernanceStatementOR☐we are an externally managed entity that does not holdperiodic meetingsof security holders and this recommendationis therefore not applicable
6.4	A listed entity should give security holders the option to receivecommunications from, and send communications to, the entityand its security registry electronically.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
PRINCIPLE 7 –	RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should:[If the entity complies with paragraph (a):]have a committee or committees to oversee risk, each of… the fact that we have a committee or committees to oversee riskwhich:that complywith paragraphs (1) and (2):(1)has at least three members, a majority of whom are☒in our Corporate Governance StatementORindependent directors; and☐at[insert location](2)is chaired by an independent director,… and a copy of the charter of the committee:and disclose:☐(3)the charter of the committee;athttps://www.readcloud.com/investors#corporate-governance(4)the members of the committee; and… and the information referred to in paragraphs (4) and (5):(5)as at the end of each reporting period, the number of☒in our Corporate Governance StatementORtimes the committee met throughout the period and☐the individual attendances of the members at thoseat[insert location]meetings;or[If the entity complies withparagraph (b):]if it does not have a risk committee or committeesthat☒in our Corporate Governance StatementORsatisfy (a) above, disclose that fact and the processes it		☐an explanationwhy that is soin our Corporate GovernanceStatement
	employs for overseeing the entity's risk managementframework.	☐at[insert location]
7.2	The board or a committee of the board should:(a)review the entity's risk management framework at leastannually to satisfy itself that it continues to be sound; and(b)disclose,in relation to each reporting period, whether sucha review has taken place.	… the fact that board or a committee of the board reviews the entity'srisk management framework at least annually to satisfy itself that itcontinues to be sound:☒in our Corporate Governance StatementOR☐at[insert location]… and that such a review has taken place in the reporting periodcovered by this Appendix4G:☐in our Corporate Governance Statement OR☒athttps://www.readcloud.com/investors#corporate-governance	☐an explanationwhy that is soin our Corporate GovernanceStatement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
7.3	A listed entity should disclose:(a)if it has an internal audit function, how the function isstructured and what role it performs;or(b)if it does not have an internal audit function, that fact andthe processes it employs for evaluating and continuallyimproving the effectiveness of its risk management andinternal control processes.	[If the entity complies with paragraph (a):]… how our internal audit function is structured and what role itperforms:☐in our Corporate Governance StatementOR☐at[insert location][If the entity complies with paragraph (b):]… the fact that we do not have an internal audit function and theprocesses we employ for evaluating and continually improving theeffectivenessof our risk management and internal control processes:☒in our Corporate Governance StatementOR☐at[insert location]	☒an explanationwhy that is soin our Corporate GovernanceStatement
7.4	A listed entity should disclose whetherit has any materialexposureto economic, environmental and social sustainabilityrisksand, if it does, how it manages or intends to manage thoserisks.	… whether we have any material exposure to economic,environmental and social sustainabilityrisks and, if we do, how wemanage or intend to manage those risks:☐in our Corporate Governance StatementOR☒in the 2018 Annual Report at https://www.readcloud.com/investors#corpgovernance

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
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 areindependent 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 oftimes the committee met throughout the period andthe individual attendances of the members at thosemeetings;or(b)if it does not have a remuneration committee, disclose thatfact and the processes it employs for setting the level andcomposition of remuneration for directors and seniorexecutives and ensuring that such remuneration isappropriate and not excessive.	[If the entity complies with paragraph (a):]… the fact that we have a remuneration committee that complies withparagraphs (1) and (2):☒in our Corporate Governance StatementOR☐at[insert location]… and a copy of the charter of the committee:☒athttps://www.readcloud.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):]☒in our Corporate Governance StatementOR☐at[insert location]	☐an explanationwhy that is soin our Corporate GovernanceStatementOR☐we are an externally managed entity and this recommendation istherefore not applicable
8.2	A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executive directorsand the remuneration of executive directors and other seniorexecutives.	… separately our remuneration policies and practices regarding theremuneration of non-executive directors and the remuneration ofexecutive directors and other senior executives:☐in our Corporate Governance StatementOR☒in our 2018Annual Report athttps://www.readcloud.com/investors#corporate-governance	☐an explanation why that is so in our Corporate GovernanceStatementOR☐we are an externallymanaged entity and this recommendationis therefore not applicable
8.3	A listed entity which has an equity-based remuneration schemeshould:(a)have a policyon whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic risk ofparticipating in the scheme; and(b)disclose that policy or a summary of it.	… our policy on thisissue or a summary of it:☒in our Corporate Governance Statement OR☒athttps://www.readcloud.com/investors#corporate-governance	☐an explanationwhy that is so in our Corporate GovernanceStatement OR☐we donot have an equity-based remuneration scheme and thisrecommendationis therefore not applicable OR☐we are an externally managed entity and this recommendationis therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the whole of theperiodabove. We have disclosed…	We have NOT followed the recommendationin full for the wholeperiod above. We have disclosed …4of the
	ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation1.1 for externally managed listedentities:The responsible entity of an externally managed listed entityshould disclose:(a)the arrangements between the responsible entity and thelisted entity for managing the affairs of the listed entity;(b)the role and responsibility of the board of the responsibleentity for overseeing those arrangements.	… the information referred to in paragraphs (a)and(b):☐in our Corporate Governance StatementOR☐at[insert location]☒Not applicable	☐an explanation why that is soin our Corporate GovernanceStatement
-	Alternative to Recommendations8.1, 8.2and8.3for externallymanaged listed entities:An externally managed listed entity should clearly disclose theterms governing the remuneration of the manager.	… the terms governingour remuneration as manager of the entity:☐in our Corporate Governance Statement OR☐at[insert location]☒Not applicable	☐an explanation whythat is soin our Corporate GovernanceStatement

Corporate governance statement

This document discloses the extent to which Readcloud Limited ACN 136 815 891 (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.

This document is current as at 30 June 2018 and has been approved by the Board of the Company.

PRINCIPLES AND RECOMMENDATIONS	COMPLY(YES/NO)	EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1A listed entity should disclose:(a)the respectiveroles and responsibilities of its board and management; and	Yes	Refer to Sections1 and 2of the Board Charter for further detail which islocated on the Company's website at the following link:https://www.readcloud.com/investors#corporate-governance
(b) those matters expressly reserved to the board and those delegated tomanagement.	Yes
Recommendation 1.2A listed entity should:(a)undertake appropriate checks before appointing aperson, or puttingforward to security holders a candidate for election, as a director; and(b)provide security holders with all material information relevant to a decisionon whether or not to elect or re-elect a director.Recommendation 1.3	YesYes	Refer to the Remuneration and Nomination Committee Charterfor furtherdetail which is located on the Company's website at the following link:https://www.readcloud.com/investors#corporate-governanceInformation is included in The Company's Notice of Meetings to shareholders.
A listed entity should have a written agreement with each director and seniorexecutive setting out the terms of their appointment.	Yes	Details of executive contracts in place are detailed in the Company's AnnualRemuneration Report in the 2018Annual Report.
Recommendation 1.4The company secretary of a listed entity should be accountable directly to theboard, through the chair, on all matters to do with the proper functioning of theboard.	Yes	Refer to Section 8of the Company's BoardCharter for further detail which islocated on the Company's website at the following link:https://www.readcloud.com/investors#corporate-governance
Recommendation 1.5A listed entity should:(a)have a diversity policy which includes requirements for the board:	No	The Company is currently developing its diversity policy and will establishmeasurable objectives by 30 June 2019.

		PRINCIPLES AND RECOMMENDATIONS		EXPLANATION
	(i)	to set measurable objectives for achieving gender diversity; and	The proportion of women on the Board, women in senior executive positions
	(ii)	to assess annually both the objectives and the entity's progress inachieving them;	and women employees in the whole organisation as at reporting date was asfollows:
(b)		disclose that policy or a summary or it; and	No				Senior
(c)		disclose as at the end of each reporting period:					executive	Whole
	(i)	the measurable objectives for achieving gender diversity set by the			Gender	Board	positions	organisation
		board in accordance with the entity's diversity policy and its progress			No of	0	1	6
		towards achieving them; and			women
	(ii)	either:			% women	0%	5.9%	35.3%
		(A)the respective proportions of men and women on the board, insenior executive positions and across the whole organisation(including how the entity has defined "senior executive" forthese purposes); or
		(B)the entity's "Gender Equality Indicators", as defined in theWorkplace Gender Equality Act 2012.
		Recommendation 1.6
		A listed entity should:						for further detail which is
(a)have and disclose a process for periodically evaluating the performance ofthe board, its committees and individual directors; and		Yes	Refer to the Board Performance Evaluation Policylocated on the Company's website at the following link:
(b)		disclose in relation to each reporting period, whether a performanceevaluation was undertaken in the reporting period in accordance with that	Yes	https://www.readcloud.com/investors#corporate-governance
process.				A board performance evaluation was	with the Board Performance Evaluation Policy.		completed in May 2018, in accordance

PRINCIPLES AND RECOMMENDATIONS		COMPLY(YES/NO)	EXPLANATION
(a)(b)	process.	Recommendation 1.7A listed entity should:have and disclose a process for periodically evaluating the performance ofits senior executives; anddisclose in relation to each reporting period, whether a performanceevaluation was undertaken in the reporting period in accordance with that	YesYes	Refer to Section 6.8of the Company's Remuneration and NominationCommittee Charterfor further detail which is located on the Company'swebsite at the following link:https://www.readcloud.com/investors#corporate-governanceA performance review of senior executives was undertaken in June 2018.
		Principle 2: Structure the board to add value
(a)(b)	(i)(ii)(iii)(iv)(v)	Recommendation 2.1The board of a listed entity should:have a nomination committee which:has at least three members, a majority of whom are independentdirectors; andis chaired by an independent director,and disclose:the charter of the committee;the members of the committee; andas at the end of each reporting period, the number of times thecommittee met throughout the period and the individualattendances of the members at those meetings; orif it does not have a nomination committee, disclose that fact and theprocesses it employs to address board succession issues and to ensure thatthe board has the appropriate balance of skills, experience, independenceand knowledge of the entity to enable it to discharge its duties and	a. Yes(i)Yes(ii)Yes(iii)Yes(iv)Yes(v)Yesb. N/A	The Board has established a Remuneration and Nomination Committee tooversee the selection and appointment practices of the Company. This isgoverned by the Remuneration and Nomination Committee Charter whichis located on the Company's website at the following link:https://www.readcloud.com/investors#corporate-governanceMembers of the RemunerationandNominationCommittee•Guy Mendelson (Chair)•Darren Hunter•Paul CollinsMeeting attendances aredisclosed in the 2018 Annual Report.
responsibilities effectively.Recommendation 2.2A listed entity should have and disclose a board skill matrix settingout the mix ofskills and diversity that the board currently has or is looking to achieve in itsmembership.		Yes	The Board reviews the composition of the Board to determine ifadditional core strengths are required to be added in light of the natureof the Company's business and its objectives.

PRINCIPLES AND RECOMMENDATIONS		COMPLY(YES/NO)	EXPLANATION
			Details of the skills, expertiseand experience of each director are AnnualReport in individual Director backgrounds.
			A skills matrix will be prepared in future reports.
	Recommendation 2.3
(a)	A listed entity should disclose:the names of the directors considered by the board to be independentdirectors;	Yes	The Board has twoIndependent Directors. Paul Collins,Non-ExecutiveChairmanand Guy Mendelson,Non-Executive Director.The Board considers the Non-Executive Directors to be independent
(b)(c)	if a director has an interest, position, association or relationship of the typedescribed in Box 2.3 of the ASX Corporate Governance Principles andRecommendation (3rd Edition), but the board is of the opinion that it doesnot compromise the independence of the director, the nature of theinterest, position, association or relationship in question and an explanationof why the board is of that opinion; andthe length of service of each director.	N/AYes	having regard to the indicia in Box 2.3 in the ASX Recommendations. TheBoard has considered the holdings of shares in the Company by theseNon-Executive Directors and is of the opinion that their respectiveinterests in shares would not materially interfere with, or could bereasonably perceived to interfere with, the independent exercise of theirjudgement in their position as a Director. The Board also considers thatthey are otherwise free from any business or other relationship that couldmaterially interfere with, or reasonably be perceived to interfere with, theindependent exercise of their judgement, and that each of these Directorsis able to fulfil the role of independent Director for the purposes of theASX Recommendations.The lengths of service are as follows:•Darren Hunter(since August2015)•Paul Collins(since August2017)•Lars Lindstrom(since April2009)
			•Guy Mendelson (May 2018)
Recommendation 2.4A majority of the board of a listed entity should be independent directors.		No	The Board does not have a majority of independent directors due to theCompany's size and early stage of development. The Board believes that,as a whole,it continues to havetheability to exercise independent viewand judgement.During the reporting period, an additional IndependentDirector, Guy
			Mendleson, was appointed to the Board.

PRINCIPLES AND RECOMMENDATIONS		COMPLY(YES/NO)	EXPLANATION
Recommendation 2.5The chair of the board of a listed entity should be an independent director and, inparticular, should not be the same person as the CEO of the entity.		Yes	The Non-Executive Chairman of the Board, Paul Collins, is an independentDirector and is not the CEO of the Company.
Recommendation 2.6A listed entity should have a program for inducting new directors and providingappropriate professional development opportunities for continuing directors todevelop and maintain the skills and knowledge needed to perform their role as adirector effectively.		Yes	Refer to Section 6.8 of the Company's Remuneration and NominationCommittee Charterfor further detail which is located on the Company'swebsite at the following link:https://www.readcloud.com/investors#corporate-governance
		Principle 3: Act ethically and responsibly
(a)(b)	and	Recommendation 3.1A listed entity should:have a code of conduct for its directors, senior executives and employees;disclose that code or a summaryof it.	YesYes	Refer to the Company'sCode of Conduct which is located on theCompany's website at the following link:https://www.readcloud.com/investors#corporate-governance
Principle 4: Safeguard integrity in financial reporting
Recommendation 4.1
		The board of a listed entity should:		The Company has established an Audit and Risk Committee to oversee the
(a)	(i)(ii)	have an audit committee which:has at least three members, all of whom are non-executive directorsand a majority of whom are independent directors; andis chaired by an independent director, who is not the chair of theboard,	a. Yes(i) No(ii)Yes	management of financial and internal risks. The Audit and Risk Committeeis governed by an Audit and Risk Committee Charter, which is located onthe Company's website at the following link:https://www.readcloud.com/investors#corporate-governance
		and disclose:		Members of the Audit and RiskCommittee
	(iii)	the charter of the committee;	(iii)Yes	•Guy Mendelson (Chair)
	(iv)	the relevant qualifications and experience of the members ofthecommittee; and	(iv)Yes	•Darren Hunter•Paul Collins
	(v)	in relation to each reporting period, the number of times thecommittee met throughout the period and the individual		The Audit and Risk Committee has 3 members, 2 of which are

PRINCIPLES AND RECOMMENDATIONS	COMPLY(YES/NO)	EXPLANATION
attendances of the members at those meetings; or	(v)Yes	independent Non-Executive Directors.
(b)if it does not have an audit committee, disclose that fact and the processesit employs that independently verify and safeguard the integrity of itsfinancial reporting, including the processes for the appointment andremoval of the external auditor and the rotation of the audit engagementpartner.	b. N/A
Recommendation 4.2
The board of a listed entity should, before it approves the entity's 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 thatthe opinion has been formed on the basis of a sound system of risk managementand internal control which is operating effectively.	Yes	Prior to approving the Company's financial statements, the Board receivesfrom the CEO and CFO a declaration that, in their opinion, the financialrecords of the Company have been properly maintained and that thefinancial statements comply with the appropriate accounting standardsand give a true and fair view of the financial position and performance ofthe Company and that the opinion has been formed on the basis of asound system of risk management and internal control which is operatingeffectively.
Recommendation 4.3
A listed entity that has an AGM should ensure that its external auditor attends itsAGM and is available to answer questions from security holders relevant to theaudit.	Yes	The Auditor attends the Company'sAnnual General Meeting.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
A listed entity should:	Yes	Refer to the Company's Continuous Disclosure Policy for further detailwhich is located on the Company's website at the following link:
(a)have a written policy for complying with its continuous disclosureobligations under the Listing Rules; and		https://www.readcloud.com/investors#corporate-governance
(b)disclose that policy or a summary of it.	Yes
Principle 6: Respect the rights of security holders
Recommendation 6.1		Refer to the Company's website at the following link:
A listed entity should provide information about itself and its governance to	Yes	https://www.readcloud.com/investors#corporate-governance

PRINCIPLES AND RECOMMENDATIONS	COMPLY(YES/NO)	EXPLANATION
investors via its website.
Recommendation 6.2A listed entity should design and implement an investor relations program tofacilitate effective two-way communication with investors.	Yes	The Company provides shareholders with information through theCompany's share registry, ASX platform, shareholder meetings, theCompany's website and issuing media releases.
Recommendation 6.3
A listed entity should disclose the policies and processes it has in place to facilitateand encourage participation at meetings of security holders.	Yes	This is disclosed in the Company's Notice of Meetings when dispatched toShareholders.
Recommendation 6.4A listedentity should give security holders the option to receive communicationsfrom, and send communications to, the entity and its security registryelectronically.	Yes	This is implemented by the Company's Share Registry.
Principle 7: Recognise and manage risk
Recommendation 7.1The board of a listed entity should:(a)have a committee or committees to oversee risk, each of which:(i)has at least three members, a majority of whom are independentdirectors; and	a. Yes(i) Yes(ii)Yes	The Company has established an Audit and Risk Committee to oversee themanagement of financial and internal risks. The Audit and Risk Committeeis governed by an Audit and Risk Committee Charter, which is located onthe Company's website at the following link:
(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 thecommittee met throughout the period and the individual attendancesof the members at those meetings; or	(iii) Yes(iv) Yes(v) Yesb) N/A	https://www.readcloud.com/investors#corporate-governanceMembers of the Audit and Risk Committee•Guy Mendelson (Chair)•Darren Hunter•Paul Collins
(b)if it does not have a risk committee or committees that satisfy (a) above,disclose that fact and the process it employs for overseeing the entity's riskmanagement framework.		The Audit and Risk Committee has 3 members, 2 of which areindependent Non-Executive Directors.
Recommendation 7.2
The board or a committee of the board should:

PRINCIPLES AND RECOMMENDATIONS		COMPLY(YES/NO)	EXPLANATION
(a)	review the entity's risk management framework with management at leastannually to satisfy itself that it continues to be sound, to determinewhether there have been any changes in the material business risks theentity faces and to ensure that they remain within the risk appetite set bythe board; and	Yes	The Company regularly undertakesreviews of its risk managementstrategy having regard to the recommendations of the Chief ExecutiveOfficer and Audit and Risk Committee. The Board monitors and regularlyreviews the adequacy of risk management systems and satisfies itself thatappropriate internal control mechanisms are in place and implemented.
(b)	disclose in relation to each reporting period, whether such a review hastaken place.		For further detail refer to Section 3.5of the Company's BoardCharterwhich is located on the Company's website at the following link:https://www.readcloud.com/investors#corporate-governance
			A review of the Company's risk management framework is reviewed on anongoing basis and will be formerly reviewed by the Board prior toDecember 2018.

PRINCIPLES AND RECOMMENDATIONS		COMPLY(YES/NO)	EXPLANATION
(a)(b)	Recommendation 7.3A listed entity should disclose:if it has an internal audit function, how the function is structured and whatrole it performs; orif it does not have an internal audit function, that fact and the processes itemploys for evaluating and continually improving the effectiveness of itsrisk management and internal control processes.	a. N/Ab. Yes	The Company does not have an internal audit functiondue to theCompany's current sizeand business circumstances.The Board reviewsaccounting documentation on a monthly basis.For further detail refer to Schedule 3.5of the Company's BoardCharterfor further detail which is located on the Company's website at thefollowing link:https://www.readcloud.com/investors#corporate-governance
Recommendation 7.4A listed entity should disclose whether, and if so how, it has regard to economic,environmental and social sustainability risks and, if it does, how it manages orintends to manage those risks.		Yes	The Company details the economicand social sustainability risks in theDirectors Report inthe 2018Annual Report.The Company does not have any environmental risks.
Principle 8: Remunerate fairlyand responsibly
(a)	Recommendation 8.1The board of a listed entity should:have a remuneration committee which:(i)has at least three members, a majority of whom are independentdirectors; and(ii)is chaired by an independent director,and disclose:(iii)the charter ofthe committee;(iv)the members of the committee; and(v)as at the end of each reporting period, the number of times thecommittee met throughout the period and the individual attendancesof the members at those meetings; or	a. Yes(i)Yes(ii)Yes(iii) Yes(iv)Yes(v)Yes	The Company has established a Remuneration and NominationCommittee and is governed by a Remuneration and NominationCommittee Charter, which is located on the Company's website at thefollowing link:https://www.readcloud.com/investors#corporate-governanceMembers of the Remuneration and Nomination Committee•Guy Mendelson (Chair)•Darren Hunter•Paul Collins
(b)	if it does not have a remuneration committee, disclose that fact and theprocesses it employs for setting the level and composition of remunerationfor directors and senior executives and ensuring that such remuneration isappropriate and not excessive.	b. N/A	The Remuneration and Nomination Committee has 3 members, 2 of whichare independent Non-Executive Directors.

PRINCIPLES AND RECOMMENDATIONS	COMPLY(YES/NO)	EXPLANATION
Recommendation 8.2A listed entity should separately disclose its policies and practices regarding theremuneration of non-executive directors and the remuneration of executivedirectors and other senior executives.	Yes	The Remuneration and Nomination Committee has the responsibility tomake recommendations to the Board related to the Company's policiesand practices regarding the remuneration of Non-Executive Directors andother senior executives.Separate disclosure regarding the remuneration of the Company'sdirectors (Executive and Non-Executive) is disclosed in the Company'sAnnual report, as lodged with the ASX and issued to shareholders.A copy of the latest Annual Report containing this disclosure can beaccessed at: https://www.readcloud.com/investors#board
Recommendation 8.3A listed entity which has an equity-based remuneration scheme should:(a)have a policy on whether participants are permitted to enter intotransactions (whether through the use of derivatives or otherwise) whichlimit the economic risk of participating in the scheme; and(b)disclose that policy or a summary of it.	Yes	The Company has a Securities Trading Policy, which provides thatparticipants must not, without prior approval of the Chairman of theBoard, engage in short selling or other hedging arrangements, deal inderivatives or enter into other arrangements which vary economic riskrelated to the Company's securities.A copy of the Securities Trading Policy can be accessed on the Company'swebsite at the following link:https://www.readcloud.com/investors#board