ROCKETDNA LTD. — Governance Information 2022

Mar 30, 2022

Corporate GovernanceStatement

The Board of Directors of Delta Drone International Limited (DLT or the Company) ABN 17 618 678 701 is responsible for:

• the corporate governance of the Company; and
• guiding and monitoring the Company's business on behalf of its shareholders.

The Company and its Board continue to be fully committed to achieving and demonstrating the highest standards of accountability and transparency in their reporting and see the continued development of the Company's corporate governance policies and practices as fundamental to the Company's successful growth.

To the extent applicable, in light of the Company's operational size and complexity, the Board has adopted the Corporate Governance Principles and Recommendations (Fourth Edition) as published by ASX Corporate Governance Council (Recommendations). However, the Board also recognises that full adoption of the Recommendations may not be practical or provide the optimal result given the particular circumstances of the Company.

The Company's Charters and Policies are available from the Company's website at https://www.dlti.com.au/resource/corporate-governance/

Any references to various Charters or Policies within the statement below, are references to those published on the Company's website. Information published on the Company's website includes a copy of this corporate governance statement.

This Corporate Governance Statement was approved by the Board of Directors and is current as at 31 March 2022.

	Recommendation	Comply	Comment
	Principle 1:Lay solid foundationsformanagementandoversight
	A listedentityshouldclearly delineate the respectiverolesand	responsibilities	ofitsboard and managementandregularly review theirperformance.
1.1	A listed entity should have and disclosea board chartersetting out:(a)the respective roles and responsibilities of its boardand management; and(b)those matters expressly reserved to the board andthose delegated to management.	Yes	The BoardDLT's constitution ("Constitution") provides that the business of DLTwill bemanaged by the Board, operating under the Board Charter. The key rolesand responsibilities of the Board are set out in the Board Charter.Senior managementThe Board Charter also sets out the key roles and responsibilities of seniormanagement, including those specifically delegated to the Chief ExecutiveOfficer. The Board considers that the Company is not currently of a size, norare its affairs of such complexity to justify the formation of separatecommittees at this time including audit and risk, remuneration or nominationcommittees, preferring at this stage to manage the Company through thefull Board of Directors. The Board assumes the responsibilities normallydelegated to the audit and risk, remuneration and nomination Committees.
1.2	Alistedentityshould:(a)undertake appropriate checks before appointinga director or senior executive or putting someoneforward for election as a director; and(b)provide security holders with all materialinformation in its possession relevant to a decisionon whether or not to elect or re-elect a director.	Yes	The process for the selection, appointment and re-appointment of Directorsis set out in Company's Constitution, the RemunerationCommittee Charterand the Nomination Committee Charter. The Company undertakesappropriate checks before appointing a Director or senior executive, orputting someone forward for election as a Director.Under the Nomination Committee Charter, shareholders are required to beprovided with all material information in the Committee's possession relevantto a decision on whether or not to elect or re-elect a Director.
1.3	Alistedentityshouldhaveawrittenagreementwitheach directorand seniorexecutivesettingoutthetermsoftheirappointment.	Yes	TheNomination Committee CharterrequiresthateachBoardmemberandeach senior executivemustenterinto a writtenagreementwiththeCompanysettingoutthe termsand conditions oftheirappointment.TheCompany has written agreements in place with each Director and seniorexecutive setting out the terms of their appointment.
1.4	The company secretary of a listed entity should beaccountable directlyto the board, through the chair,on all matters to do with the proper functioning of theboard.	Yes	TheCompanySecretaryisaccountable to the Board through the Chairmanand the decision to appoint or remove the company secretary must bemade or approved by the Board.The Company Secretary provides guidancetotheBoardoncorporategovernancematters,theapplicationoftheCompany'sConstitution,theASXListingRulesandother applicablelaws. WhenrequestedbytheBoard,theCompanySecretarywillfacilitatetheflowofinformationoftheBoard,

	Recommendation	Comply	Comment
			betweentheBoardand seniorexecutives.
			The role of the Company Secretary is outlined in the Board Charter.
1.5	A listed entity should:(a)have and disclose a diversity policy;(b)through its board or a committee of the board, setmeasurable objectives for achieving genderdiversity in the composition of its board, seniorexecutives and workforce generally; and(c)disclose in relation to each reporting period:(1)the measurable objectives set out for thatperiod to achieve gender diversity;(2)the entity's progress towards achieving thoseobjectives; and(3)either:(A)the respective proportions of men andwomen on the board, in seniorexecutive positions and across thewhole workforce(including how theentity has defined "senior executive"for these purposes); or(B)if the entity is a "relevant employer"under the Workplace Gender EqualityAct, the entity's most recent "GenderEquality Indicators", as defined in andpublished under that Act.	Partial	The Companyhas a Diversity Policy which provides a framework for theCompany to achieve:(a)a diverse and skilled workforce, leading to continuous improvement inservice delivery and achievement of corporate goals;(b)a workplace culture characterised by inclusive practices andbehaviours for the benefit of all staff;(c)an inclusive workplace where discrimination, harassment, vilificationand victimisation cannot and will not be tolerated;(d)improved employment, talent management and career developmentopportunities for women;(e)enhanced recruitment practices whereby the best person for the job isemployed, which requires the consideration of a broad and diversepool of talent;(f)a work environment that values and utilises the contributions ofemployees with diverse backgrounds, experiences and perspectivesthrough improved awareness of the benefits of workforce diversity andsuccessful management of diversity; and(g)awareness in all staff of their rights and responsibilities with regards tofairness, equity and respect for all aspects of diversity,(Collectively, the Objectives).TheBoardisresponsiblefordeveloping measurable objectivesandstrategiesmeetthe objectivesofthe Diversity Policy (Measurable Objectives) andtomonitoringtheprogressoftheMeasurableObjectivesthroughthemonitoring,evaluation and reportingmechanismslistedbelow.TheBoardmay alsosetMeasurableObjectivesforachievinggenderdiversityandmonitortheir achievement.TheBoardwillconductallBoardappointmentprocessesin a mannerthatpromotesgenderdiversity,includingestablishing a structured approach for
			identifying a poolof candidates, usingexternalexpertswherenecessary.TheCompany'sdiversitystrategiesinclude:
			(a)recruitingfrom a diversepoolofcandidatesforallpositions,includingsenior management and theBoard;
			(b)reviewingsuccessionplanstoensure an appropriatefocusondiversity;
			(c)identifyingspecificfactorstotakeaccountofinrecruitmentand

	Recommendation	Comply	Comment
			selectionprocessestoencouragediversity;(d)developingprogramstodevelop a broaderpoolofskilled andexperiencedsenior management andBoard candidates, including,workplacedevelopmentprograms,mentoringprogramsandtargetedtraining and development;
			(e)developing a culturewhichtakes account ofdomestic responsibilitiesofemployees;and
			(f)any otherstrategiestheBoarddevelopsfromtimetotime.
			TheBoardsupports achieving gender diversity and has integrated it as part of itsrecruitment process across the Company. However, the Board has not yetestablished Measurable Objectives for achieving gender diversity due to theCompany's level of operations.
			Theproportion of women employees (not including contract or temporarystaff),in senior executive positions and women on the Board as at the date ofthis Statementis as follows:
			Proportion of Women
			Whole Organisation (Excluding NEDs)29.8%
			Snr Executive PositionsNil
			Non-Executive DirectorsNil
			Senior Executive's are those executives noted as Key ManagementPersonnel as disclosed within the Annual Report.The Companyis not a 'relevant employer' for the purposes of theWorkplace Gender Equality Act 2012 and therefore no Gender EqualityIndicators are to be disclosed.
1.6	A listed entity should:(a)have and disclose a process for periodicallyevaluating the performance of the board, itscommittees and individual directors; and(b)disclose, in relation to each reporting periodwhether a performance evaluation wasundertaken in accordance with that processduring or in respect of that period.	Yes	The Companyhas established a Performance Evaluation Policy. TheCompany's Nomination Committee (or, in its absence, the Board) isresponsible for evaluating the performance of the Board, its committees anindividual Directors on an annual basis. It may do so with the aid of anindependent advisor.The Company is required under its policies todisclose whether or notperformance evaluations were conducted during the relevant reportingperiod.
			A performance evaluation of the individual Directors was not conductedduring the reporting period.

	Recommendation	Comply	Comment
1.7	A listed entity should:(a)have and disclose a process for evaluating theperformance of its senior executives at least onceevery reporting period; and(b)disclose for each reporting period whether aperformance evaluation was undertaken in	Yes	The Companyhas established a Performance Evaluation Policy. TheCompany's Nomination Committee (or, in its absence, the Board) isresponsible for evaluating the Company's senior executives on an annualbasis.
	accordance with that process during or in respectof that period.		The Company's Remuneration Committee (or, in its absence, the Board) isresponsible for evaluating the remuneration of the Company's seniorexecutives 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 is required under its policies todisclose whether or notperformance evaluations were conducted during the relevant reportingperiod.
			A performance evaluation of the senior executiveswas not conducted duringthe reporting period.

	Recommendation	Comply	Comment
	Principle 2: Structure the Board tobe effectiveandadd value
	The board of a listedentityshouldwhich it operates, to enableittodischargeitsdutieseffectively	and to add value.	be of an appropriate size and collectively have the skills, commitment and knowledge of the entity and the industry in
2.1	The board of a listed entity should:(a)have a nomination committee which:(1)has at least three members, a majority ofwhom 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, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; or(b)if it does not have a nomination committee,disclose thatfact 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.	Yes	The Company does not have a Nomination Committee. The Board hasadopted a Nomination Committee Charter, which provides for thecreation of a Nomination Committee. The Nomination Committee (if it isconsidered it will benefit the Company), must be established with at leastthree members, a majority of whom are independent Directors, and whichmust be chaired by an independent director.The Board considers that the Company will not currently benefit from theestablishment of a Nomination Committee. In accordance with theCompany's Board Charter, the Board carries out the duties that wouldordinarily be carried out by the Nomination Committee under theNomination Committee Charter, including the following processes toaddress succession issues and to ensure the Board has the appropriatebalance of skills, experience, independence and knowledge of the entityto enable it to discharge its duties and responsibilities effectively:a)devoting time at least annually to discuss Board succession issues andupdating the Company's Board skills matrix; andb)all Board members being involved in the Company's nominationprocess, to the maximum extent permitted under the CorporationsAct and ASX Listing Rules.
2.2	A listedentityshouldhaveanddisclose a boardskillsmatrixsettingoutthemixofskillsanddiversitythattheboardcurrentlyhasorislookingtoachieve in itsmembership.	No	The Company has not developed a Board skills matrix setting out the mixof skills that the Board currently has and is looking to achieve in itsmembership.The Directors are satisfied that the composition and structure of the Boardcurrently meets the needs of the Company's operations and a review willbe undertaken should the nature of those operations change.
2.3	A listed entity should disclose:(a)the names of the directors considered by theboard to be independent directors;(b)if a director has an interest, position or relationshipof the type described in box 2.3 but the board is of	Yes	The Board may determine that a director is independent notwithstandingthe existence of an interest, position, association or relationship of the kindidentified in the examples listed under Recommendation 2.3 of the ASXPrinciples and Recommendations.

	Recommendation	Comply	Comment
	the opinion that it does not compromise theindependence of the director, the nature of theinterest, position, association or relationship inquestion and an explanation of why the board isof that opinion; and(c)the length of service of each director.		The Board Charter requires the disclosure of the names ofDirectorsconsidered by the Board to be independent. DLThas adopted a definitionof 'independence' for Directors that is consistent with the Recommendations.The Board considers that Messrs Gorenstein andDonner areindependent.Messrs Arazi and Singleton were also considered to be independent but theyceased their engagement with the Company during the reporting period.Messrs Attias and Clark are not considered to be independent due to theirroles as executives within the Company.Messrs Viguie and Clerc are not considered to be independent due to theirrelationship with Delta Drone SA, which is a substantial holder and parententity of DLT.
			The directors' length of service is as follows:
			Executive DirectorsMr Eden Attias (appointed 13 June 2018)
			Mr Christopher Clark (appointed 3 December 2020)
			Independent Non-Executive Directors:
			Mr Stephen Gorenstein (appointed 17 October 2018)
			Mr Clive Donner (appointed 14 July 2021)
			Mr Dan Arazi (appointed 13 June 2018; ceased 21 June 2021)
			Mr Chris Singleton (appointed 1 January 2019; ceased 14 July 2021)
			Non-Independent Non-Executive Directors
			Mr Christian Viguie (appointed8 April 2021)
			Mr Nicolas Clerc (appointed 8 April 2021)
2.4	A majority of the board of a listed entity should beindependent directors.	No	DLT's Board Charter requires that, where practical, the majority of the Boardshould be independent.
			The Board currently comprises a total of sixDirectors, of whom only MessrsGorenstein and Donner areconsidered to be independent. As such,independent Directors are not currently amajority of the Board.
			The Board does not currently consider an independent majority of the Board

	Recommendation	Comply	Comment
			to be necessary as Messrs Viguie and Clerc bring a wealth of experiencewithin the drone services industry such that the executive team and thebusiness operation can be effectively managed.
2.5	The chair of the board of a listed entity should be anindependent director and, in particular, should not bethe same person as the CEO of the entity.	Partial	The Board Charter provides that, where practical, the Chair of the Boardshould be an independent Director and should not be the CEO/ManagingDirector.Mr Eden Attias holds the position as Executive Chairman of DLTand is notconsidered to be independent.Mr Christopher Clark holds the position of Chief Executive Officer and is notconsidered to be independent.
2.6	A listed entity should have a program for inducting newdirectors and for periodically reviewing whether there isa need for existing directors to undertake professionaldevelopment to maintain the skills and knowledgeneeded to perform their role as directors effectively.	Yes	In accordance with the Company's Board Charter, the NominationsCommittee (or, in its absence, the Board) is responsible for the approval andreview of induction and continuing professional development programs andprocedures for Directors to ensure that they can effectively discharge theirresponsibilities. The Company Secretary is responsible for facilitatinginductions and professional development.New Directors are encouraged to engage in professional developmentactivities to develop and maintain the skills and knowledge needed toperform their role as Directors effectively.

	Recommendation	Comply	Comment
	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	The Companyoutlines its values within its Code of ConductPolicywhichincude:
			a)to deliver maximum shareholder value through profitable growth andthe development of stable and sustainable projects whilst actinglawfully, ethically and responsibly.
			b)topursue operational and commercial excellence by using bestpractice approaches in our decision-making process focusing oncontinuous development, accountability and teamwork in all aspectsof our business. A key attribute to this approach is maintainingresponsible long-term management.
			c)to ensure our employees and business partners have the appropriateskills and resources to perform their work effectively and efficiently andthat all stakeholders (including investors, customers, suppliers andregulators) are aware of the Company's valuesand our intention touphold them.
3.2	A listed entity should:(a)have and disclose a code of conduct for itsdirectors, senior executives and employees; and(b)ensure that the board or a committee of theboard is informed of any material breaches ofthatcode	Yes	The Corporate Code of Conduct applies to all Directors, senior executivesand employees and is reviewed and updated as necessary to ensure itreflects the highest standards of behaviour and professionalism and thepractices necessary to maintain confidence in the Company's integrity andto take into account legal obligations and the reasonable expectations ofstakeholders.
			Material breaches of this Code of Conduct must be reported to the Boardor a committee of the Board.
3.3	A listed entity should:(a)have and disclose a whistleblower policy; and(b)ensure that the board or committee of the board	Yes	The Companyhas adopted a Whistleblower Policy which is available on theCompany's website.
	is informed of any material incidents reportedunder that policy.		The Policy includes that the Board will be informed of any material incidentsreported under the Policy as appropriate.
3.4	A listed entity should:	Yes	The Companyhas adopted an Anti-Bribery and Anti-Corruption Policy.
	(a)have and disclose an anti-bribery and corruptionpolicy; and
	(b)ensure that the board or committee of the boardis informed of any material breaches of that policy		The Policyincludes that the Board will be informed of any material breachesof that Policy as appropriate.

	Recommendation	Comply	Comment
	Principle 4: Safeguardtheintegrity ofcorporate reports
	A listed entity should have appropriate processes to verify the integrity of its corporate reports.
4.1	A Board of a listed entity should:(a)have an audit committee which:(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, whois not the chair of the board.and disclose(3)the charter of the committee;(4)the relevant qualifications and experienceof the 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 thosemeetings; or(b)if it does not have and audit committee, disclosethat fact and the processes it employs thatindependently verify and safeguard the integrityof its corporate reporting, including the processesfor the appointment and removal of the externalauditor and the rotation of the audit engagementpartner.	Yes	The Company does not have an Audit Committee. The Board has adoptedan Audit and Risk Committee Charter, which provides for the creation of anAudit and Risk Committee. The Audit and Risk Committee (if it is consideredit will benefit the Company), must be established with at least threemembers, all of whom must be independent Directors, and which must bechaired by an independent Director who is not the Chair.The Board considers that the Company will not currently benefit from theestablishment of an Audit and Risk Committee. In accordance with theCompany's Board Charter, the Board carries out the duties that wouldordinarily be carried out by the Audit Committee under the Audit and RiskCommittee Charter, including the following processes to independentlyverify and safeguard the integrity of its financial reporting, including theprocesses for the appointment and removal of the external auditor and therotation of the audit engagement partner:a)the Board devotes time at Board meetings to fulfilling the roles andresponsibilities associated with maintaining the Company's internalaudit function and arrangements with external auditors; andb)all members of the Board are involved in the Company's auditfunction to ensure the proper maintenance of the entity and theintegrity of all financial reporting.
4.2	Theboardof a listedentityshould,beforeitapprovestheentity'sfinancial statementsfor a financialperiod,receivefromitsCEOand CFO a declarationthat,intheiropinion,thefinancialrecordsoftheentityhave beenproperly maintained and that thefinancialstatementscomplywith the appropriate accounting standards andgive a true and fair view of the financial position andperformance of the entity and that the opinion has beenformed on the basis of a sound system of riskmanagement and internal control which is operatingeffectively.	Yes	The Board, before it approves the entity's financial statements for a financialperiod, receives from its CEO and CFO a declaration provided inaccordance with Section 295A of the Corporations Act that, in their opinion,the financial records of the entity have been properly maintained and thatthe financial statements comply with the appropriate accounting standardsand give a true and fair view of the financial position and performance ofthe entity and that the opinion has been formed on the basis of a soundsystem of risk management and internal control which is operatingeffectively.
4.3	A listed entity should disclose its process to verify theintegrity of any periodic corporate report it releases tothe market that is not audited or reviewed byan	Yes	In reviewing the quarterly cashflow reports and prior to the lodgement withthe ASX, the following process has been adopted:•cash transactions for the quarter are provided by the accountant to the

Recommendation		Comply	Comment
	external auditor.		Chief Financial Officer;•cash transactions are matched against the bank statements; and•consolidated quarterly figures are compiled and verified by the CFOand CEO.A declaration is then provided by the CEO and CFO to the Board notingcompliance with section 286 of the Corporations Act 2001, the appropriateaccounting standards and with Listing Rule 19.11A.

	Recommendation	Comply	Comment
	Principle 5: Make timely and balanced disclosure
on	A listedentityshouldmaketimelyand balanced disclosureofthepriceorvalueofitssecurities	allmatters	concerningitthat a reasonable personwouldexpecttohave a materialeffect
5.1	A listed entity should have and disclose a written policyfor complying with its continuous disclosure obligationsunder listing rule 3.1.	Yes	TheCompanyhasinplace a Continuous Disclosure Policy which outlines thepolicy surrounding informationdisclosureand the relevant procedures. Thefocusoftheseproceduresisoncontinuousdisclosurecomplianceandimproving access toinformationforinvestors.TheCompanySecretaryisresponsibleforoverseeing and co-ordinatingdisclosure of information to the relevant stock exchanges and shareholders;and providing guidance to Directors and employees on disclosurerequirements and procedures.Under the terms of the Continuous Disclosure Policy, theManaging Directorisprimarily responsible for making decisions about what information will bedisclosed to the ASX. Approval is sought from the Board on all significantmatters.PricesensitiveinformationispubliclyreleasedthroughASXbeforeitisdisclosedtoshareholders and market participants. Distributionofotherinformationtoshareholders and marketparticipantsisalso managed throughdisclosuretotheASX.
			InformationispostedontheCompany's websiteaftertheASXconfirms anannouncementhasbeenmade,withtheaimofmakingtheinformationreadilyaccessibletothewidestaudience.
5.2	A listed entity should ensure that its board receivescopies of all material market announcements promptlyafter they have been made.	Yes	All material market announcements are circulated to and reviewed by allmembers of the Board. The Board receives a copy of all material marketannouncements promptly after they have been made.All announcements are clearly noted as to the authorising officer and ingeneral, all announcements are authorised for release by the Board.
5.3	A listed entity that gives a new and substantive investoror analyst presentation should release a copy of thepresentation materials on the ASX MarketAnnouncements Platform ahead of the presentation	Yes	The Company'sContinuous Disclosure Policyprovides that any new andsubstantive investor or analyst presentation will be released on the ASXmarket announcements platform ahead of the presentation.

	Recommendation	Comply	Comment
	Principle 6: Respect the rights of security holders
	effectively		A listed entity should provide its security holders with appropriate information and facilities to allow them to exercise their rights as security holders
6.1	A listed entity should provide information about itselfand its governance to investors via its website.	Yes	TheCompany'sfullcorporategovernancepracticesandpoliciesaresetoutontheon the Company'swebsite.
6.2	A listed entity should have an investor relationsprogram that facilitates effective two-waycommunication with investors.	Yes	TheBoardoftheCompanyaimstoensurethattheshareholdersareinformedofallmajordevelopmentsaffectingtheCompany'sstateofaffairsandtofacilitate two-way communicationwithinvestors.
			The Company's Shareholder Communications Strategysets out thatinformationiscommunicatedand the manner by which it is communicated toshareholders, namely through:
			(a)the Annual Report delivered by post or via email (if requested by theshareholder) and which is also released to ASX and placed on theCompany's website;
			(b)the half yearly report which is released to ASX and also placed on theCompany's website;
			(c)the quarterly reports which are released to ASX and also placed onthe Company's website;
			(d)disclosures and announcements made to the ASX, copies of which areplaced on the Company's website;
			(e)notices and explanatory statements of Annual General Meetings(AGM) and General Meetings (GM), copies of which are released toASX and placed on the Company's website;
			(f)the Chairman of the Board's address and the Managing Director'saddress made at the AGMs and the GMs, copies of which arereleased to ASX and placed on the Company's website;
			(g)the Company's website on which the Company posts allannouncements which it makes to the ASX as well as materialsdistributed at investor or analyst presentations; and
			(h)the auditor's lead engagement partner being present at the AGM toanswer questions from shareholders about the conduct of the auditand the preparation and content of the auditor's report.

	Recommendation	Comply	Comment
6.3	A listed entity should disclose how it facilitates andencourages participation at meetings of securityholders.	Yes	Shareholdersareencouragedtoattendandparticipateingeneralmeetings. Accordingly,meetingsareheldduringnormalbusinesshoursusing appropriate technology to facilitate the meeting and at a locationconsideredtobemostconvenientforthegreatestpossiblenumberofshareholderstoattend.
6.4	A listed entity should ensure that all substantiveresolutions at a meeting of security holders are decidedby a poll rather than by a show of hands.	Yes	The Company'sShareholder Communication Strategyprovides that allsubstantive resolutions at shareholder meetings will be decided by a pollrather than a show of hands.
6.5	A listed entity should give security holders the option toreceive communications from, and sendcommunications to, the entity and its security registryelectronically.	Yes	The Company's register is maintained by a professional security registry,Automic Pty Ltd (Automic). Shareholders are able to communicate withthe Company and Automicvia email and can register to receivecommunications and shareholder materials from the Company via itssecurity registry electronically.

	Recommendation	Comply	Comment
	Principle 7: Recognise and manage risk
	A listedentityshouldestablish a soundriskmanagement	framework and periodically	reviewtheeffectivenessof 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 ofwhom 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, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; or(b)if it does not have a risk committee or committeesthat satisfy (a), disclose that fact and theprocesses it employs for overseeing the entity'srisk management framework.	Yes	The Company does not have a Risk Committee. The Board has adopted anAudit and Risk Committee Charter, which provides for the creation of anAudit 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 areindependent Directors, and which must be chaired by an independentdirector.The Board considers that the Company will not currently benefitfrom the establishment of an Audit and Risk Committee.In accordance with the Company's Board Charter, the Board carries out theduties that would ordinarily be carried out by the Audit and Risk Committeeunder the Audit and Risk Committee Charter and the Risk ManagementPolicy, including the following processes to oversee the entity's riskmanagement framework:a)the Board devotes time at its Board meetings to fulfill the roles andresponsibilities associated with overseeing risk and maintaining theentity's risk management framework and associated internalcompliance and control procedures.
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 to besoundand that the entity is operating with dueregard to the risk appetite set by the board; and(b)disclose, in relation to each reporting period,whether such a review has taken place.	Yes	The Company has identified key risks within the business. In the ordinarycourse of business, management monitors and manages those risks. Theresponsibility for undertaking and assessing risk management and internalcontrol effectiveness is delegated to management. Management is requiredto assess risk management and associated internal compliance and controlprocedures and report back to the Board quarterly.Key operational and financial risks are presented to and reviewed by theBoard at regular intervals.
7.3	A listed entity should disclose:(a)if it has an internal audit function, how the functionis 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 itsgovernance, risk management and internal controlprocesses.	Yes	The Company does not have an internal audit function. Management, inconjunction with the Board, oversees the Company's risk managementsystems, practices and procedures to ensure effective risk identification andmanagement and compliance with internal guidelines and externalrequirements.The Board, in conjunction with the CEO and CFO discusses risk managementand control procedures on a regularbasis.

	Recommendation	Comply	Comment
7.4	A listed entity should disclose whether it has anymaterial exposure to economic, environmental or socialrisks and, if it does, how it manages or intends to	Yes	The Company has apolicy of disclosingany material exposures within itsannual report and how it would manage those risks.
	manage those risks.		The Companydoes not haveany material exposure to economic,environmental or social risks.

	Recommendation	Comply	Comment
	Principle 8: Remunerate fairly and responsiblyand risk appetite.		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
8.1	The board of a listed entity should:(a)have a remuneration committee which:(1)has at least three members, a majority ofwhom 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, thenumber of times the committee metthroughout the period and the individualattendances of the members at thosemeetings; 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.	Yes	The Company does not have a Remuneration Committee. The Board hasadopted Remuneration Committee Charter, which provides for the creationof an Remuneration Committee. The Remuneration Committee (if it isconsidered it will benefit the Company), must be established with at leastthree members, a majority being independent non-executive Directors, andwhich must be chaired by an independent director who will be appointedby the Board.The Board considers that the Company will not currently benefit from theestablishment of a Remuneration Committee. In accordance with theCompany's Board Charter, the Board carries out the duties that wouldordinarily be carried out by the Remuneration Committee under theRemuneration Committee Charter, including the following processes to setthe level and composition of remuneration for Directors and seniorexecutives and ensuring that such remuneration is appropriate and notexcessive:a)the Board devotestime at appropriate Board meetings to assess thelevel and composition of remuneration for Directors and seniorexecutives;b)items that are usually required to be discussed by a remunerationcommittee are marked as separate agenda items at Board meetingswhen required; andc)the Board may seek external advice and benchmarking to informtheir decisions.
8.2	A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executivedirectors and the remuneration of executive directorsand other senior executives.	Yes	The Company discloses in the Remuneration Report contained within itsAnnual Report details of its remuneration policies and practices and theremuneration paid to non-executive directors, executive directors and otherkey management personnel.The maximum aggregate annual remuneration payable to non-executivedirectors is set by shareholders in general meeting in accordance with theCompany's Constitution.

	Recommendation	Comply	Comment
8.3	A listed entity which has an equity-based remunerationscheme 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.	Yes	The Company's Securities Trading Policy prohibits Directors and other keymanagement personnel from entering into any transaction which wouldhave the effect of hedging or otherwise transferring to any other person therisk of any fluctuation in the value of any unvested entitlement in theCompany's securities.