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ROCKETDNA LTD. Governance Information 2021

Mar 30, 2021

65709_rns_2021-03-30_c95906b2-fb39-4b6d-a73a-3ad750656834.pdf

Governance Information

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Delta Drone International Limited

A.C.N. 618 678 701

Corporate Governance Statement

The Board of Delta Drone International Limited ( DDI ) is committed to maximising performance, generating appropriate levels of shareholder value and sustaining the growth and success of DDI. With these objectives in mind, the Board is concerned in ensuring that DDI is properly managed to protect and enhance shareholder interests and that DDI, its directors, officers and employees, operate in an appropriate environment of corporate governance. Accordingly, the Board has created a framework for managing DDI including adopting corporate governance policies and practices which it believes are appropriate for DDI’s business and which are designed to promote the responsible management and conduct of DDI.

The ASX Corporate Governance Council has developed and released corporate governance recommendations for Australian listed entities (the Recommendations ) in order to promote investor confidence and assist companies in meeting shareholder expectations. The Recommendations are set out in the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th Edition). Under the ASX Listing Rules, DDI is required to provide a statement in its annual report or otherwise provide the URL of the page on its website where the corporate governance statement can be found. The corporate governance statement must disclose the extent to which it has followed the Recommendations in the relevant reporting period. Where DDI does not follow a Recommendation, it must identify the Recommendation that has not been followed and give reasons for not doing so and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

This corporate governance statement describes DDI’s position in relation to each of the Recommendations and was approved by the Board on 31 March 2021.

Page 1

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

ASX Recommendation (4th edition) ASX Recommendation (4th edition) Compliance
(Yes/No)
Explanation Explanation
Principle 1 – Lay solid foundations for management and oversight
A listed entity should clearly delineate the respective roles and responsibilities of its board and management and regularly review their performance.
1.1 A listed entity should 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.
Yes The Board
DDI’s constitution (“Constitution”) provides that the business of DDI will be managed by
the Board. The Board operates under a board charter (“Board Charter”), a copy of which is
contained within the Corporate Governance Plan and available on DDI’s website
www.DDI.com. The key roles and responsibilities of the Board are set out in the Board
Charter.
Senior management
The Board Charter also sets out the key roles and responsibilities of senior management,
including those specifically delegated to the Chief Executive Officer. The Board considers
that the Company is not currently of a size, nor are its affairs of such complexity to justify
the formation of separate committees at this time including audit and risk, remuneration or
nomination committees, preferring at this stage to manage the Company through the full
Board of Directors. The Board assumes the responsibilities normally delegated to the audit
and risk, remuneration and nomination Committees.
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.
Yes The Constitution sets out the process of appointment, retirement and rotation of directors.
In accordance with the Board Charter, before a person is appointed as a director or is put
forward to shareholders as a candidate for election as a director, DDI will ensure that
appropriate checks are undertaken, including checks as to the person’s character,
experience, education, criminal record and bankruptcy history and that the person would
not be impaired in any way from undertaking the duties of director.
Under the Nomination Committee Charter, the Board will provide shareholders with all
material information in the possession of DDI relevant to a decision on whether or not to
elect or re-elect a person as a director.
1.3 A listed entity should have a written agreement
with each director and senior executive setting
out the terms of their appointment.
Yes The Company’s Nomination Committee Charter requires the Nomination Committee (or, in
its absence, the Board) to ensure that the appointment of any new director of DDI and each
senior executive will be made by, and in accordance with, a formal letter of appointment or
written agreement setting out the key terms and conditions relative to that appointment.
Each of DDI’s executive directors and senior executives have entered into employment
agreements with DDI, and each of DDI’s non- executive directors have signed appointment
letters with DDI.

Page 2

ASX Recommendation (4th edition) ASX Recommendation (4th edition) Compliance
(Yes/No)
Explanation
1.4 The company secretary of a listed entity should
be accountable directly to the board, through the
chair, on all matters to do with the proper
functioning of the board
Yes In accordance with the Board Charter, the decision to appoint or remove the company
secretary must be made or approved by the Board. The Company Secretary is accountable
directly to the Board, through the Chairman, on all matters to do with the proper functioning of
the Board, including agendas, Board papers and minutes, advising the Board on
governance matters, monitoring that the Board and Committee policies and procedures are
followed, communication with regulatory bodies and theASXand statutory and other filings.
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 relevantcommittee of the board in
accordance with theentity’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 underthatAct.
Yes The Board has adopted a Diversity Policy which provides a framework for the Company to
establish and achieve measurable diversity objectives, including in respect to gender, age,
ethnicity and cultural diversity.
The Diversity Policy allows the Board to set measurable gender diversity objectives (if
considered appropriate) and to assess annually both the objectives (if any have been set)
and the Company’s progress towards achieving them.
The Board considers that, due to the size, nature and stage of development of the
Company, setting measurable objectives for the Diversity Policy at this time is not
appropriate. The Board will consider setting measurable objectives as the Company
increases in size and complexity.
The participation of men and women on the Board, in senior executive positions (being
those in management positions, with direct reports) and across the whole company for the
financial year are:

Women employees in the Company
35%

Women in senior management positions
11%

Women on the Board
0%
DDI is not a “relevant employer” under the Workplace Gender Equality Act.

Page 3

ASX Recommendation (4th edition) ASX Recommendation (4th edition) Compliance
(Yes/No)
Explanation
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.
Yes DDI has established a Performance Evaluation Policy which is contained within the
Corporate Governance Plan and available on the Company’s website. The Company’s
Nomination Committee (or, in its absence, the Board) is responsible for evaluating the
performance of the Board, its committees an individual Directors on an annual basis. It may
do so with the aid of an independent advisor.
The Company’s Corporate Governance Plan requires the Company to disclose whether or
not performance evaluations were conducted during the relevant reporting period. The
Company intends to complete performance evaluations in respect of the Board, its
committees (if any) and individual Directors for each financial year in accordance with the
above process. The Company was re-quoted on 31 December 2020 after merging with
Delta Drone South Africa. During the merger process, the Company evaluated the
composition of its Board and senior executives and believed it had the right composition in
place at that time.
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.
Yes DDI has established a Performance Evaluation Policy which is contained within the
Corporate Governance Plan and available on the Company’s website. The Company’s
Nomination Committee (or, in its absence, the Board) is responsible for evaluating the
Company’s senior executives on an annual basis. The Company’s Remuneration
Committee (or, in its absence, the Board) is responsible for evaluating the remuneration of
the Company’s senior executives on an annual basis. A senior executive, for these
purposes, means key management personnel (as defined in the Corporations Act) other
than a non-executive director.
The Company’s Corporate Governance Plan requires the Company to disclose whether or
not performance evaluations were conducted during the relevant reporting period. The
Company intends to complete performance evaluations in respect of the senior executives
(if any) for each financial year in accordance with the applicable processes. The Company
was re-quoted on 31 December 2020 after merging with Delta Drone South Africa. During
the merger process, the Company evaluated the composition of its Board and senior
executives and believedithad theright composition inplace at that time.

Page 4

ASX Recommendation (4th edition) ASX Recommendation (4th edition) Compliance
(Yes/No)
Explanation
Principle 2 - Structure the board to add value
The board of a listed entity should be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the industry in which it
operates, to enable it to discharge its duties effectively and to add value.

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.
Yes The Company does not have a Nomination Committee. The Board has adopted a
Nomination Committee Charter, which is contained within the Corporate Governance Plan
and available on the Company’s website, which provides for the creation of a Nomination
Committee. The Nomination Committee (if it is considered it will benefit the Company),
must be established with at least three members, a majority of whom are independent
Directors, and which must be chaired by an independent director.
The Board considers that the Company will not currently benefit from the establishment of
a Nomination Committee. In accordance with the Company’s Board Charter, the Board
carries out the duties that would ordinarily be carried out by the Nomination Committee
under the Nomination Committee Charter, including the following processes to address
succession issues and to ensure 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:
a)
devoting time at least annually to discuss Board succession issues and updating the
Company’s Board skills matrix; and
b)
all Board members being involved in the Company’s nomination process, to the
maximum extent permitted under the Corporations Act and ASX Listing Rules.
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.
No Under the Nomination Committee Charter contained within the Corporate Governance
Plan, the Nomination Committee (or, in its absence, the Board) is required to prepare a
Board skills matrix setting out the mix of skills and diversity that the Board currently has (or
is looking to achieve) and to review this at least annually against the Company’s Board
skills matrix to ensure the appropriate mix of skills and expertise is present to facilitate
successful strategic direction.
The Board has not yet implemented a skills matrix but it will establish one setting out the
mix of skills and diversity that the Board currently has or is looking to achieve in its
membership.

Page 5

ASX Recommendation (4th edition) ASX Recommendation (4th edition) Compliance
(Yes/No)
Explanation
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.
Yes The Board Charter requires the disclosure of the names of Directors considered by the
Board to be independent. The Board will disclose those Directors it considers to be
independent in its annual report and on its ASX website.
DDI has adopted a definition of 'independence' for Directors that is consistent with the
Recommendations. The Board considers Messrs Arazi, Gorenstein and Singleton to be
independent.
The directors’ length of service is as follows:
Executive Directors
Mr Eden Attias (appointed 13 June 2018)
Mr Christopher Clark (appointed 3 December 2020)
Independent Non-Executive Directors:
Mr Dan Arazi (appointed 13 June 2018)
Mr Stephen Gorenstein (appointed 17 October 2018)
MrChris Singleton(appointed1January2019)
2.4 A majority of the board of a listed entity should
be independent directors.
Yes The Board Charter requires that, where practical, the majority of the Board should be
independent.
DDI currently has five directors, three of whom the Board considers to be independent
- Messrs Arazi, Gorenstein and Singleton. As such, independent directors are currently a
majority oftheBoard.
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.
No The Board Charter provides that, where practical, the Chair of the Board should be an
independent Director and should not be the CEO/Managing Director.
Mr Eden Attias holds the position as Executive Chairman of DDI and is not considered to
be independent.
Mr Christopher Clark holds the position of Chief Executive Officer and is not considered to
beindependent.
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.
Yes In accordance with the Company’s Board Charter, the Nominations Committee (or, in its
absence, the Board) is responsible for the approval and review of induction and continuing
professional development programs and procedures for Directors to ensure that they can
effectively discharge their responsibilities. The Company Secretary is responsible for
facilitating inductions and professional development.
New Directors are encouraged to engage in professional development activities to develop
andmaintainthe skills andknowledgeneeded to performtheir role asDirectors effectively.

Page 6

ASX Recommendation (4th edition) ASX Recommendation (4th edition) Compliance
(Yes/No)
Explanation
Principle 3 – Instil a culture of acting lawfully, ethically and responsibly
A listed entity should instil and continually reinforce a culture across the organisation of acting lawfully, ethically and responsibly.
3.1 A listed entity should articulate and disclose its
values.
Yes DDI has adopted a Statement of Values that underpins the commitment that each
individual and the Company as a whole lives by each and every day and includes the
following values:
1.Integrity and honesty
2.Pursuit of excellence
3.Engagement
4.Responsibility
3.2 A listed entity should:
(a)have and disclose a code of conduct for its
directors, senior executives and employees;
and
(b)ensure that the board or a committee of the
board is informed of any material breaches
of that code
Yes DDI has adopted a Code of Conduct which is contained within the Corporate Governance
Plan and available on the Company’s website. The Code of Conduct applies to anyone
who is employed by or works for DDI or its subsidiaries as well as all contractors,
consultants, agents and other intermediaries.
Anyone that breaches the Code of Conduct may face disciplinary action including, in the
cases of serious breaches, dismissal. If an employee suspects that a breach of the Code of
Conduct has occurred or will occur, he or she must report that breach to the Company
Secretary, or in their absence, the Chairman. No employee will be disadvantaged or
prejudiced if he or she reports in good faith a suspected breach. All reports will be acted
uponandkept confidential.
3.3 A listed entity should:
(a) have and disclose a whistleblower policy;
and
(b)ensure that the board or a committee of the
board is informed of any material incidents
reported under that policy.
Yes DDI has adopted a Whistleblower Protection Policy which is contained within the
Corporate Governance Plan and available on the Company’s website.
The Policy includes that the Board will be informed of any material incidents reported under
the Policy as appropriate.
3.4 A listed entity should:
(a)have and disclose an anti-bribery and
corruption policy; and
(b) ensure that the board or a committee of the
board
is
informed
of
any
material
breaches of that policy.
Yes DDI has adopted an Anti-Bribery and Anti-Corruption Policy which is contained within the
Corporate Governance Plan and available on the Company’s website.
Any breaches of the policy must be reported to the Board.

Page 7

ASX Recommendation (4th edition) ASX Recommendation (4th edition) Compliance
(Yes/No)
Explanation
Principle 4 – Safeguard integrity in corporate reporting
A listed entity should have appropriate processes to verify the integrity of its corporate reports.
4.1 The board of a listed entity should:
(a)have an audit committee which:
(1)has at least three members, all of
whom are non-executive directors and
a 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.
Yes The Company does not have an Audit Committee. The Board has adopted an Audit and
Risk Committee Charter, which is contained within the Corporate Governance Plan and
available on the Company’s website, which provides for the creation of an Audit and Risk
Committee. The Audit and Risk Committee (if it is considered it will benefit the Company),
must be established with at least three members, all of whom must be independent
Directors, and which must be chaired by an independent Director who is not the Chair.
The Board considers that the Company will not currently benefit from the establishment of
an Audit and Risk Committee. In accordance with the Company’s Board Charter, the Board
carries out the duties that would ordinarily be carried out by the Audit Committee under the
Audit and Risk Committee Charter, including the following processes to independently verify
and safeguard the integrity of its financial reporting, including the processes for the
appointment and removal of the external auditor and the rotation of the audit engagement
partner:
a)the Board devotes time at Board meetings to fulfilling the roles and responsibilities
associated with maintaining the Company’s internal audit function and arrangements with
external auditors; and
b)all members of the Board are involved in the Company’s audit function to ensure the
proper maintenance of the entity and the integrity of all financial reporting.

Page 8

ASX Recommendation (4th edition) ASX Recommendation (4th edition) Compliance
(Yes/No)
Explanation
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
internalcontrol which is operating effectively.
Yes The Board, before it approves the entity’s financial statements for a financial period,
receives from its CEO and CFO a declaration provided in accordance with Section 295A of
the Corporations Act 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.
4.3 A listed entity should disclose its process to
verify the integrity of any periodic corporate
report it releases to the market that is not audited
or reviewed by an external auditor.
Yes In reviewing the quarterly cashflow reports and prior to the lodgement with the ASX, the
following process has been adopted:

cash transactions for the quarter are provided by the accountant for each
subsidiary and the parent entity to the Chief Financial Officer;

cash transactions are matched against the bank statements; and

consolidated quarterly figures are compiled and verified by the CFO and CEO.
A declaration is then provided by the CFO and CEO to the Board noting compliance
section 286 of the Corporations Act 2001, the appropriate accounting standards and with
Listing Rule 19.11A.
Principle 5 – Make timely and balanced disclosure
A listed entity should make timely and balanced disclosure
value of its securities.
of all matters concerning it that a reasonable person would expect to have a material effect on the price or

of its securities.
5.1 A listed entity should have and disclose a written
policy for complying with its continuous
disclosure obligations under listing rule 3.1.
Yes DDI has adopted a Continuous Disclosure Policy for complying with its continuous
disclosure obligations under the ASX Listing Rules (including Listing Rule 3.1) and the
Corporations Act 2001 (Cth) . A copy of the Policy is contained within the Corporate
Governance Plan and available on the Company’s website.
The Board considers whether there are any matters requiring disclosure in respect of each
and every item of business that it considers in its meetings. Individual Directors are required
to make such a consideration when they become aware of any information in the course of
their duties as a Director of the Company.
The Company is committed to ensuring all investors have equal and timely access to
material informationconcerning the Company.

Page 9

ASX Recommendation (4th edition) ASX Recommendation (4th edition) Compliance
(Yes/No)
Explanation
5.2 A listed entity should ensure that its board
receives copies of all material market
announcements promptly after they have been
made
Yes All material market announcements are to be circulated to and reviewed by all members of
the Board.
All announcements are clearly noted as to the authorising officer and in general, all
announcements are authorisedfor release by theBoard.
5.3 A listed entity that gives a new and substantive
investor or analyst presentation should release a
copy of the presentation materials on the ASX
Market Announcements Platform ahead of the
Presentation.
Yes DDI’s Continuous Disclosure Policy provides that any new and substantive investor or
analyst presentation will be released on the ASX market announcements platform ahead of
the presentation.
Principle 6 – Respect the rights of security holders
A listed entity should provide its security holders with appropriate information and facilities to allow them to exercise their rights as security holders effectively.
6.1 A listed entity should provide information about
itself and its governance to investors via its
website.
Yes DDI has adopted a Shareholder Communications Strategy which is contained within the
Corporate Governance Plan and available on the Company’s website. Under this Strategy,
DDI’s website will contain information about the Company and its governance, copies of
media releases, ASX announcements, annual reports, financial statements, notices of
meeting of shareholders, copies of documents tabled at meetings of shareholders and any
materials distributed atinvestororanalyst presentations.
6.2 A listed entity should design and implement an
investor relations program to facilitate effective
two-way communication with investors.
Yes As part of the Company’s developing investor relations program, shareholders can register
with the Company to receive email notifications of when an announcement is made by the
Company to the ASX, including the release of the Annual Report, half yearly reports and
quarterly reports. Links are made available to the Company’s website on which all
informationprovided to theASX isimmediately posted.
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
Yes DDI’s Shareholder Communication Strategy provides that shareholders are encouraged to
attend and participate at general meetings. To facilitate this, meetings will be held during
normal business hours, at a place, or in a manner, convenient for the greatest possible
number of shareholders to attend either in person or electronically. Moreover, DDI’s
Constitution allows shareholder meetings to be held electronically and provides each
shareholder with the right to appoint a proxy, attorney or representative to vote on their
behalf.
6.4 A listed entity should ensure that all substantive
resolutions at a meeting of security holders are
decided by a poll ratherthanby a showof hands.
Yes DDI’s Shareholder Communication Strategy provides that all substantive resolutions at
shareholder meetings will be decided by a poll rather than a show of hands.
6.5 A listed entity should give security holders the
option to receive communications from, and send
communications to, the entity and its security
registry electronically.
Yes DDI’s register is maintained by a professional security registry, Automic Group.
Shareholders are able to communicate with DDI and Automic via email and can register to
receive communications and shareholder materials from DDI via its security registry
electronically.

Page 10

ASX Recommendation (4th edition) ASX Recommendation (4th edition) Compliance
(Yes/No)
Explanation
Principle 7 – Recognise and manage risk
A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework.
7.1 The board of a listed entity should:
(a)have a committee or committees
to oversee risk, each of which:
(1)has at least three members, a majority of
whom are independent directors; and
(2)is chaired by an independent director,
and disclose:
(3)the charter of the committee;
(4)the members of the committee; and
(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’srisk managementframework.
Yes The Company does not have a Risk Committee. The Board has adopted an Audit and Risk
Committee Charter, which is contained within the Corporate Governance Plan and available
on the Company’s website, which provides for the creation of an Audit and Risk Committee.
The Audit and Risk Committee (if it is considered it will benefit the Company), must be
established with at least three members, a majority of whom are independent Directors,
and which must be chaired by an independent director.
The Board considers that the Company will not currently benefit from the establishment of
an Audit and Risk Committee. In accordance with the Company’s Board Charter, the Board
carries out the duties that would ordinarily be carried out by the Audit and Risk Committee
under the Audit and Risk Committee Charter and the Risk Management Policy, including
the following processes to oversee the entity’s risk management framework:
a) the Board devotes time at quarterly Board meetings to fulfilling the roles and
responsibilities associated with overseeing risk and maintaining the entity’s risk
management framework and associated internal compliance and control procedures.
.
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.
Yes The Board, through the Audit and Risk Management Committee Charter ensures, amongst
other things, that DDI has an effective risk management system in place and to manage
key risk areas.
The Board is responsible for the oversight of the Company’s risk management and internal
compliance and control framework. Responsibility for control and risk management is
delegated to the appropriate level of management within the Company with the Chief
Executive Officer having ultimate responsibility to the Board for the risk management and
internal compliance and control framework.
DDI's approach is to create a risk conscious culture that encourages the systematic
identification, management and control of risks whilst ensuring we do not enter into
unnecessary risks or enter into risks unknowingly.
The Board review’s the Company’s risk management framework at least annually to ensure
thatit continues to effectivelymanagerisk.

Page 11

ASX Recommendation (4th edition) ASX Recommendation (4th edition) Compliance
(Yes/No)
Explanation
7.3 A listed entity should disclose:
(a)if it has an internal audit function, how the
function is structured and what role it
performs; or
(b)if it does not have an internal audit
function, that fact and the processes it
employs for evaluating and continually
improving the effectiveness of its risk
management
and
internal
control
processes.
Yes DDI does not have an internal audit function.
The Audit and Risk Committee Charter provides for the Audit and Risk Committee to
monitor the need for an internal audit function.
7.4 A listed entity should disclose whether it has any
material exposure to economic, environmental
and social sustainability risks and, if it does, how
it manages or intends to manage those risks.
Yes The Audit and Risk Committee Charter requires the Audit and Risk Committee (or, in its
absence, the Board) assist management in determine whether the Company has any
material exposure to economic, environmental and social sustainability risks and, if it does,
how it manages or intends to manage those risks.
DDI is subject to risk factors that are both specific to its business activities and that are of a
more general nature. Specific risks were disclosed and included in its prospectus dated on
or around 10 November 2020.
The Company’sAnnual Report also disclosesrisksfacing the Company.

Page 12

ASX Recommendation (4th edition) ASX Recommendation (4th edition) Compliance
(Yes/No)
Explanation
Principle 8 – Remunerate fairly and responsibly
A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate
high quality senior executives and to align their interests with the creation of value for security holders and with the entity’s values and risk appetite.
8.1 The board of a listed entity should:
(a)have a remuneration committee which:
(1)has at least three members, a majority of
whom are independent directors; and
(2)is chaired by an independent director,
and disclose:
(3)the charter of the committee;
(4)the members of the committee; and
(5)as at the end of each reporting period,
the number of times the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
(b)if it does not have a remuneration
committee, disclose that fact and the
processes it employs for setting the level
and composition of remuneration for
directors and senior executives and
ensuring that such remuneration is
appropriate and not excessive.
Yes The Company does not have a Remuneration Committee. The Board has adopted
Remuneration Committee Charter, which is contained within the Corporate Governance
Plan and available on the Company’s website, which provides for the creation of an
Remuneration Committee. The Remuneration Committee (if it is considered it will benefit
the Company), must be established with at least three members, a majority being
independent non-executive Directors, and which must be chaired by an independent
director who will be appointed by the Board.
The Board considers that the Company will not currently benefit from the establishment of
a Remuneration Committee. In accordance with the Company’s Board Charter, the Board
carries out the duties that would ordinarily be carried out by the Remuneration Committee
under the Remuneration Committee Charter, including the following processes to set the
level and composition of remuneration for Directors and senior executives and ensuring
that such remuneration is appropriate and not excessive:
a) the Board devotes time at the annual Board meeting to assess the level and composition of
remuneration for Directors and senior executives.
8.2 A listed entity should separately disclose its
policies and practices regarding the
remuneration of non-executive directors and the
remuneration of executive directors and other
senior executives.
Yes DDI has implemented remuneration policies which are entrenched within the Remuneration
Committee Charter, which is contained within the Corporate Governance Plan and
available on the Company’s website.
The policies implemented are designed to recognise the competitive environment within
which DDI operates and also emphasise the requirement to attract and retain high calibre
talent in order to achieve sustained improvement in DDI’s performance.
The overriding objective of the remuneration policies is to ensure that an individual’s
remuneration package accurately reflects their experience, level of responsibility, individual
performance and the performance of DDI.

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ASX Recommendation (4th edition) ASX Recommendation (4th edition) Compliance
(Yes/No)
Explanation
8.3 A listed entity which has an equity-based
remuneration scheme should:
(a)have a policy on whether participants are
permitted to enter into transactions (whether
through the use of derivatives or otherwise)
which limit the economic risk of participating
in the scheme; and
(b)disclose that policy or a summary of it.
Yes The Company has an equity-based remuneration scheme.
The Remuneration Committee (or, in its absence, the Board) is responsible for reviewing,
managing and disclosing the policy (if any) under which participants to a Plan may be
permitted (at the discretion of the Company) to enter into transactions (whether through the
use of derivatives or otherwise) which limit the economic risk of participating in the Plan.
The Company prohibits Directors and employees from entering into any transaction that
would have the effect of hedging or otherwise transferring the risk of any fluctuation in the
value of any unvested entitlement in the Company’s securities to any other person.
The Company’s Security Trading Policy discloses the prohibitions and practices for dealing
under Employee Share Schemes.

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