ROCKETDNA LTD. — Governance Information 2019

Mar 28, 2019

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

PARAZERO LIMITED

ABN/ARBN Financial year ended 17 618 678 701 31 DECEMBER 2018

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

X these pages of our annual report: Pages 56-63

this URL on our website: _____________________________________________

The Corporate Governance Statement is accurate and up to date as at 25 March 2019 and has been approved by the board.

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

Date here: 29 March 2019

Sign here: _______________________________

Company Secretary

Print name: Stephen Buckley

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.

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
	PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	Alisted entity should disclose:(a)the respective roles and responsibilities of itsboard and management; and(b)those matters expressly reserved to the board andthose delegated to management.	…the fact that we follow this recommendation:•in our Corporate Governance Statementon pages56 &57•…andinformation about the respective roles andresponsibilities of our board and management(includingthose matters expressly reserved to the board and thosedelegated to management):•in our Corporate Governance Statement on pages56 &57AND•in our Board Charter contained within our CorporateGovernance Plan athttps://parazero.com/corporate-governance/
1.2	Alisted entity should:(a)undertake appropriate checks before appointing aperson, or putting forward to security holders acandidate for election, as a director; and(b)provide security holders with all materialinformation in its possession relevant to adecision on whether or not to elect or re-elect adirector.	…the fact that we follow this recommendation:•in our Corporate Governance Statementon page57AND•in our notices of AGM
1.3	A listed entity should have a written agreement witheach director and senior executive setting out theterms of their appointment.	…the fact that we follow this recommendation:•in our Corporate Governance Statementon page57
1.4	The company secretary of a listed entity should beaccountable directly to the board, through the chair,on all matters to do with the proper functioning ofthe board.	…the fact that we follow this recommendation:•in our Corporate Governance Statementon page57
1.5	A listed entity should:(a)haveadiversitypolicywhichincludesrequirements for the boardor a relevant		…an explanation why that is soin our CorporateGovernance Statementon page57 & 58

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
	committee of the board tosetmeasurableobjectives for achieving gender diversity andtoassess annually both the objectives and the entity'sprogress in achieving them;
	(b)disclose that policy or a summary of it; and
	(c)disclose as at the end of each reporting periodthemeasurable objectives for achieving genderdiversity set by the board or a relevant committeeof the board in accordance with the entity'sdiversity policy and its progress towards achievingthemand either:
	(1)the respective proportions of men and womenon the board, in senior executive positions andacross the whole organisation (including howthe entity has defined "senior executive" forthese purposes); or
	(2)if the entity is a "relevant employer" under theWorkplace Gender Equality Act, the entity'smost recent "Gender Equality Indicators", asdefined in and published under that Act.
1.6	A listed entity should:(a)have and disclose a process for periodicallyevaluating the performance of the board, itscommittees and individual directors; and	…the evaluation process referred to in paragraph (a):•in our Corporate Governance Statement on page58
	(b)disclose, in relation to each reporting period,whether a performance evaluation was undertakenin the reporting period in accordance with thatprocess.	…and the information referred to in paragraph (b):•in our Corporate Governance Statement on page58
1.7	A listed entity should:(a)have and disclose a process for periodicallyevaluating the performance of its seniorexecutives; and	…the evaluation process referred to in paragraph (a):•in our Corporate Governance Statement on page58
	(b)disclose, in relation to each reporting period,whether a performance evaluation was undertakenin the reporting period in accordance with thatprocess.	…and the information referred to in paragraph (b):•in our Corporate Governance Statement on page58

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
	PRINCIPLE 2 -STRUCTURE THE BOARD TO ADDVALUE
2.1	The board of a listed entity should:(a)have a nomination committee which:(1)has at least three members, a majority of whomare 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 endof each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at those meetings;OR(b)if it does not have a nomination committee,disclose that fact and the processes it employs toaddress board succession issues and to ensurethat the board has the appropriate balance ofskills, knowledge, experience, independence anddiversity to enable it to discharge its duties andresponsibilities effectively.	…the fact that we followthis recommendation:•in our Corporate Governance Statement on pages56, 57&59ANDin our Nomination Committee Chartercontainedwithin our Corporate Governance Plan athttps://parazero.com/corporate-governance/
2.2	A listed entity should have and disclose a board skillsmatrix setting out the mix of skills and diversity thatthe board currently has or is looking to achieve in itsmembership.		…an explanation why that is soin our CorporateGovernance Statement on page59

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
2.3	A listed entity should disclose:(a)the names of the directors considered by the boardto be independent directors;(b)if a director has an interest, position, association orrelationship of the type described in Box2.3 butthe board is of the opinion that it does notcompromise the independence of the director, thenature of the interest, position, association orrelationship in question and an explanation of whythe board is of that opinion; and(c)the length of service of each director.	…the names of the directors considered by the board to beindependent directors:•in our Corporate Governance Statement on page59(b):•in our Corporate Governance Statement on page59…the length of service of each director:•in our Corporate Governance Statement on page59•in our Annual Report
2.4	A majority of the board of a listed entity should beindependent directors.	…the fact that we follow this recommendation:•in our Corporate Governance Statement on page 4
2.5	The chair of the board of a listed entity should be anindependent director and, in particular, should notbe the same person as the CEO of the entity.		…an explanation why that is soin our CorporateGovernance Statement on page59
2.6	A listed entity should have a program for inductingnew directors and provide appropriate professionaldevelopment opportunities for directors to developand maintain the skills and knowledge needed toperform their role as directors effectively.	…the fact that we follow this recommendation:•in our Corporate Governance Statement on page59
	PRINCIPLE 3 –ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should:(a)have a code of conduct for its directors, seniorexecutives and employees; and(b)disclose that code or a summary of it.	…our code of conduct or a summary of it:•in our Corporate Governance Statement on page60ANDin our Corporate Code of Conduct contained withinour Corporate Governance Plan athttps://parazero.com/corporate-governance/
	PRINCIPLE 4 –SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should:(a)have an audit committee which:	…the fact that we follow this recommendation:

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
	(1)has at least three members, all of whom arenon-executive directors and a majority ofwhom are independent directors; and(2)is chaired by an independent director, who isnot the chair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience ofthe members of the committee; and(5)in relation to each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at those meetings;OR(b)if it does not have an audit committee, disclosethat fact and the processes it employs thatindependently verify and safeguard the integrity ofits corporate reporting, including the processes forthe appointment and removal ofthe externalauditor and the rotation of the audit engagementpartner.	•in our Corporate Governance Statement on pages56, 57& 60ANDin our Audit and Risk Committee Charter containedwithin our Corporate Governance Plan athttps://parazero.com/corporate-governance/
4.2	The board of a listed entity should, before it approvesthe entity's financial statements for a financial period,receive from its CEO and CFO a declaration that, intheir opinion, the financial records of the entity havebeen properly maintained and that the financialstatements comply with the appropriate accountingstandards and give a true and fair view of thefinancial position and performanceof the entity andthat the opinion has been formed on the basis of asound system of risk management and internalcontrol which is operating effectively.	…the fact that we follow this recommendation:•in our Corporate Governance Statement on page60
4.3	A listed entity that has an AGM should ensure that itsexternal auditor attends its AGM and is available toanswer questions from security holders relevant tothe audit.	…the fact that we follow this recommendation:•in our Corporate Governance Statement on page60

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
	PRINCIPLE 5 –MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should:(a)have a written policy for complying with itscontinuous disclosure obligations under theListing Rules; and(b)disclose that policy or a summary of it.PRINCIPLE 6 –RESPECT THE RIGHTS OF SECURITY HOLDERS	…our continuous disclosure compliance policy:•in our Corporate Governance Statement on page61AND•in our Continuous Disclosure Policy contained withinour Corporate Governance Plan athttps://parazero.com/corporate-governance/
6.1	A listed entity should provide information aboutitself and its governance to investors via its website.	…information about us and our governance on ourwebsite:•in our Shareholder Communications Strategycontained within our Corporate Governance Plan athttps://parazero.com/corporate-governance/
6.2	A listed entity should design and implement aninvestor relations program to facilitate effective twoway communication with investors.	…the fact that we follow this recommendation:•in our Corporate Governance Statement on page61ANDat•https://parazero.com/corporate-governance/
6.3	A listed entity should disclose the policies andprocesses it has in place to facilitate and encourageparticipation at meetings of security holders.	…the fact that we follow this recommendation:•in our Corporate Governance Statement on page61AND•in our Shareholder Communications Strategycontained within our Corporate Governance Plan athttps://parazero.com/corporate-governance/
6.4	A listed entity should give security holders the optionto receive communications from, and sendcommunications to, the entity and its securityregistry electronically.	…the fact that we follow this recommendation:•in our Corporate Governance Statement on page61AND•in our Shareholder Communications Strategycontained within our Corporate Governance Plan athttps://parazero.com/corporate-governance/
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:	…the fact that we follow this recommendation:•in our Corporate Governance Statement on pages56, 57& 62

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
	(1)has at least three members, a majority of whomare 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, thenumber of times the committee metthroughout the period and the individualattendances of the members at those meetings;OR(b)if it does not have a risk committee or committeesthat satisfy (a) above, disclose that fact and theprocesses it employs for overseeing the entity's riskmanagement framework.	AND•in our Audit and Risk Committee Charter and RiskManagement Policy contained within our CorporateGovernance Plan at https://parazero.com/corporategovernance/
7.2	The board or a committee of the board should:(a)review the entity's risk management framework atleast annually to satisfy itself that it continues tobe sound; and(b)disclose,in relation to each reporting period,whether such a review has taken place.	…the fact that we follow this recommendation:•inour Corporate Governance Statement on page62
7.3	A listed entity should disclose:(a)if it has an internal audit function, how thefunction is structured and what role it performs;OR(b)if it does not have an internal audit function, thatfact and the processes it employs for evaluatingand continually improving the effectiveness of itsrisk management and internal control processes.	…the fact that we do not have an internal audit functionand the processes we employ for evaluating andcontinually improving the effectiveness of our riskmanagement and internal control processes are disclosedat the following locations:•in our Corporate Governance Statement on page62AND•in our Risk Management Policy contained within ourCorporateGovernance Plan athttps://parazero.com/corporate-governance/

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
7.4	A listed entity should disclose whetherit has anymaterial exposureto economic, environmental andsocial sustainability risks and, if it does, how itmanages or intends to manage those risks.	…whether wehaveany material exposureto economic,environmental and social sustainabilityrisks and, if wedo,how wemanage or intendto manage those risks:•in our Corporate Governance Statement on page62
	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 whomare 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, thenumber of times the committee metthroughout the period and the individualattendances of the members at those meetings;OR(b)if it does not have a remuneration committee,disclose that fact and the processes it employs forsetting the level and composition of remunerationfor directors and senior executives and ensuringthat such remuneration is appropriate and notexcessive.	…the fact that we follow this recommendation:•in our Corporate Governance Statement onpages56, 57& 63ANDin our Nomination Committee Chartercontainedwithin our Corporate Governance Plan athttps://parazero.com/corporate-governance/
8.2	A listed entity should separately disclose its policiesand practices regarding the remuneration of nonexecutive directors and the remuneration ofexecutive directors and other senior executives.	…separately our remuneration policies and practicesregarding the remuneration of non-executive directors andthe remuneration of executive directors and other seniorexecutives:•in our Corporate Governance Statement on page63

Corporate Governance Council recommendation		We havefollowed the recommendation in full for thewhole of theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in fullfor the whole of theperiod above. We have disclosed…
8.3	A listed entity which has an equity-basedremuneration scheme should:(a)have a policy on whether participants arepermitted to enter into transactions (whetherthrough the use of derivatives or otherwise) whichlimit the economic risk of participating in thescheme; and(b)disclose that policy or a summary of it.	…our policy on this issue or a summary of it:•in our Corporate Governance Statement on page63AND•in our TradingPolicycontained within our CorporateGovernance Plan at:https://parazero.com/corporate-governance/