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ROCKETDNA LTD. Governance Information 2023

Feb 26, 2023

65709_rns_2023-02-26_d27cee22-69bc-4d2b-9a3c-9fa6909fcd4f.pdf

Governance Information

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Corporate Governance Statement

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 24 February 2023 .

Delta Drone International Limited | ABN 17 618 678 701 T +61 8 6189 1155 | A: 75 Thomas Street, Subiaco WA 6008

Recommendation Recommendation Comply Comment
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 have and disclose a board charter setting
out:
(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 Company’s Constitution and Board Charter provides that the business of the
Company will be managed by the Board. The respective roles and responsibilities of
the Board and management are defined under the Board Charter. There is a clear
delineation between those matters expressly reserved to the Board and those
delegated to management.
1.2 A listed entity should:
(a)
undertake appropriate checks before appointing a
director or senior executive or putting someone forward
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 process for the selection, appointment and re-appointment of Directors is set out
in the Constitution and both the Remuneration Committee Charter and the Nomination
Committee Charter. The Company undertakes appropriate checks before appointing a
Director or senior executive, or putting someone forward for election as a Director.
Under the Nomination Committee Charter, shareholders are required to be provided
with all material information in the Committee’s possession relevant to a decision on
whether or not to elect or re-elect 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 Nomination Committee Charter requires that each Board member and each senior
executive must enter into a written agreement with the Company setting out the terms
and conditions of their appointment. The Company has written agreements in place
with each Director and senior executive setting out the terms of their appointment.
1.4 The company secretary of a listed entity should be accountable
director to the board, through the chair, on all matters to do
with the proper functioning of the board.
Yes The Company Secretary is accountable to the Board through the Chairman. The
Company Secretary provides advice to the Board on corporate governance matters,
the application of the Company’s Constitution, the ASX Listing Rules and other
applicable laws. When requested by the Board, the Company Secretary will facilitate
the flow of information of the Board, between the Board and senior executives. 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, set
measurable objectives for achieving gender diversity in
the composition of its board, senior executives and
workforce generally; and
(c)
disclose in relation to each reporting period:
No The Company’s Diversity Policy provides a framework for the Company to achieve:
(a)
a diverse and skilled workforce, leading to continuous improvement in service
delivery and achievement of corporate goals;
(b)
a workplace culture characterised by inclusive practices and behaviours for the
benefit of all staff;
(c)
an inclusive workplace where discrimination, harassment, vilification and
victimisation cannot and will not be tolerated;

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Recommendation

  • (1) the measurable objectives set out for that period to achieve gender diversity;

  • (2) the entity’s progress towards achieving those objectives; and

  • (3) either:

  • (A) 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

  • (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.

Comply Comment

  • (d) improved employment, talent management and career development opportunities for women;

  • (e) enhanced recruitment practices whereby the best person for the job is employed, which requires the consideration of a broad and diverse pool of talent;

  • (f) a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives through improved awareness of the benefits of workforce diversity and successful management of diversity; and

  • (g) awareness in all staff of their rights and responsibilities with regards to fairness, equity and respect for all aspects of diversity,

(Collectively, the Objectives ).

The Board is responsible for developing measurable objectives and strategies to meet the objectives of the Diversity Policy ( Measurable Objectives ) and monitoring the progress of the Measurable Objectives through the monitoring, evaluation and reporting mechanisms listed below. The Board may also set Measurable Objectives for achieving gender diversity and monitor their achievement.

The Board will conduct all Board appointment processes in a manner that promotes gender diversity, including establishing a structured approach for identifying a pool of candidates, using external experts where necessary.

The Company's diversity strategies include:

  • (a) recruiting from a diverse pool of candidates for all positions, including senior management and the Board;

  • (b) reviewing succession plans to ensure an appropriate focus on diversity;

  • (c) identifying specific factors to take account of in recruitment and selection processes to encourage diversity;

  • (d) developing programs to develop a broader pool of skilled and experienced senior management and Board candidates, including, workplace development programs, mentoring programs and targeted training and development;

  • (e) developing a culture which takes account of domestic responsibilities of employees; and

  • (f) any other strategies the Board develops from time to time.

The Board supports achieving gender diversity but the Board has not yet established Measurable Objectives for achieving gender diversity due to the Company’s level of operations.

The proportion of women employees (not including contract or temporary staff) across the organisation, in senior executive positions and women on the Board as at

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Recommendation Recommendation Comply Comment
the date of this Statement is as follows:
Proportion of Women
Whole Organisation (Excluding NEDs) 14 out of 44 - 32%
Snr Executive Positions 0 of 4 - 0%
Non-Executive Directors 0 of 2- 0%
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 accordance
with that process during or in respect of that period.
Yes The Board, in accordance with the Remuneration Committee Charter, the Nomination
Committee Charter and the Performance Evaluation Policy is responsible for the
performance evaluation of individual Directors on an annual basis. To assist in this
process, an independent adviser may be used.
The Company will disclose, in relation to each reporting period, whether a
performance evaluation was undertaken.
A performance evaluation of the two Executive Directors was conducted in the second
half of 2022.
1.7 A listed entity should:
(a)
have and disclose a process for evaluating the
performance of its senior executives at least once every
reporting period; and
(b)
disclose for each reporting period whether a
performance evaluation was undertaken in accordance
with that process during or in respect of that period.
Yes The Board, in accordance with the Remuneration Committee Charter, the Nomination
Committee Charter and the Performance Evaluation Policy is responsible for the
performance evaluation of senior executives on an annual basis.
A senior executive, for these purposes, are those executives noted as Key Management
Personnel as disclosed within the Annual Report other than a non-executive director,
along with the Senior General Managers of business units
A performance evaluation was conducted for all senior executives in the second half of
2022.

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Recommendation Recommendation Comply Comment
Principle 2: Structure the Board to be effective 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.
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 DLT does not have a nomination committee as the Board considers DLT will not
currently benefit from its establishment. The Board will initially carry out the duties
that would ordinarily be carried out by the nomination committee, including the
following process 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:

devoting time to discuss Board succession issues and updating DLT’s Board
skills matrix; and

all Board members being involved in the Company’s nomination process.
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 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 as during 2022 the Board was
restructured to save costs.
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 or relationshipof
Yes The Board may determine that a director is independent notwithstanding the
existence of an interest, position, association or relationship of the kind identified in
the examples listed under Recommendation 2.3 of the ASX Principles and
Recommendations.

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Recommendation Recommendation Comply Comment
the type described in box 2.3 but the board is of the
opinion that it does not compromise the independence of
the director, the nature of the interest, position,
association or relationship in question and an
explanation of why the board is of that opinion; and
(c)
the length of service of each director.
The Company currently has no independent directors.
The details of the current Directors’ and their length of service is as follows:
Mr Christopher Clark - Executive Chairman and CEO (appointed 3 December 2020)
Mr Paul Williamson - Executive Director and CFO (appointed 22 June 2022)
Mr Christian Viguie - Non-Executive Director (appointed 18 April 2021)
Mr Nicolas Clerc – Non-Executive Director (appointed 8 April 2021)
2.4 A majority of the board of a listed entity should be independent
directors.
No DLT’s Board Charter requires that, where practical, the majority of the Board should
be independent.
The Board currently comprises a total of four Directors, none of whom are
considered to be independent.
The Board does not currently consider an independent majority of the Board to be
appropriate given the restructure of the Board undertaken in 2022 to limit costs
and the requirement to have specific knowledge of the industry generally to be
effectively managed.
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.
The Chair of DLT, Mr Christopher Clark, is not an independent Director and acts in the
role of CEO/Managing Director as well as Chair. This is considered essential for DLT at
this time.
2.6 A listed entity should have a program for inducting new
directors and for periodically reviewing whether there is a need
for existing directors to undertake professional development to
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 and maintain the skills and knowledge needed to perform their role as
Directors effectively.

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Recommendation 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 Company outlines its values within its Code of Conduct Policy which are for
staff to act honestly, in good faith and in the best interests of the Company at all
times.
It is the Company’s expectation that all staff will:
a) behave honestly and with integrity and report any employees or Directors who
are behaving dishonestly;
b) treat fellow employees or Directors with respect and not engage in bullying,
harassment or discrimination;
c) disclose and deal appropriately with any conflicts between your personal
interests and your duty as a Director, senior executive or employee (as
applicable);
d) not take advantage of the property or information of the Company or its
customers for personal gain or to cause detriment to the Company or its
customers;
e) not take advantage of your position for the opportunities arising therefrom for
personal gain;
f)
carry out your work with integrity and to a high standard and in particular,
commit to the Company’s policy of producing quality goods and services;
g) operate within the law at all times;
h) act in the best interests of the Company;
i)
follow the policies of the Company and adhere to the Company’s values; and
j)
act in an appropriate business-like manner when representing the Company in
public forums and deal with customers and suppliers fairly.
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 The Corporate Code of Conduct (Code) applies to all Directors, senior executives
and employees and is reviewed and updated as necessary to ensure it reflects the
highest standards of behaviour and professionalism and the practices necessary to
maintain confidence in the Company’s integrity and to take into account legal
obligations and the reasonable expectations of stakeholders.
Material breaches of this Code of Conduct must be reported to the Board or a
committee of the Board (if one is established).
3.3 A listed entity should:
(a)
have and disclose a whistleblower policy; and
Yes The Company has adopted a Whistleblower Policy which is available on the
Company’s website.

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Recommendation Recommendation Comply Comment
(b)
ensure that the board or committee of the board is
informed of any material incidents reported under that
policy.
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 committee of the board is
informed of anymaterial breaches of thatpolicy
Yes The Company has adopted an Anti-Bribery and Corruption Policy which includes
that the Board will be informed of any material breaches of that Policy as
appropriate.

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Recommendation Recommendation Comply Comment
Principle 4: Safeguard the integrity of corporate 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 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 and 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 DLT does not have an audit and risk committee as the Board considers DLT will not
currently benefit from its establishment. The Board shall carry out the duties that
would ordinarily be carried out by the audit and risk committee 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:

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

all members of the Board are involved in the Company’s audit function to
ensure the proper maintenance of the entity and integrity of all financial
reporting.
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 to the Chief
Financial Officer;

cash transactions are matched against the bank statements;and

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Recommendation Recommendation Comply Comment

consolidated quarterly figures are compiled and verified by the CFO and CEO.
A declaration is then provided by the CEO and CFO to the Board noting compliance
with section 286 of the Corporations Act 2001, the appropriate accounting standards
and with ListingRule 19.11A.

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Recommendation Recommendation Comply Comment
Principle 5: Make timely and balanced disclosure
A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price or value 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 The Company has in place a Continuous Disclosure Policy which outlines the policy
surrounding information disclosure and the relevant procedures. The focus of these
procedures is on continuous disclosure compliance and improving access to
information for investors.
The Company Secretary is responsible for overseeing and co-ordinating disclosure of
information to the relevant stock exchanges and shareholders; and providing
guidance to Directors and employees on disclosure requirements and procedures.
Under the terms of the Continuous Disclosure Policy, the Chairman, Managing
Director and Company Secretary are primarily responsible for making decisions
about what information will be disclosed to the ASX. Approval is sought from the
Board on all significant matters. Employees must inform the Managing Director,
Chairman or Company Secretary of any potentially material price or value sensitive
information as soon as they become aware of it.
Price sensitive information is publicly released through ASX before it is disclosed to
shareholders and market participants. Distribution of other information to
shareholders and market participants is also managed through disclosure to the ASX.
Information is posted on the Company’s website after the ASX confirms an
announcement has been made, with the aim of making the information readily
accessible to the widest audience.
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 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 authorised for release by the Board.
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 The Company’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.

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Recommendation Recommendation Comply Comment
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 The Company’s full corporate governance practices and policies are set out on the on
the Company’s website.
The website also includes information on the DLT team, the Company’s values and
Company news.
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
Yes The Board of the Company aims to ensure that the shareholders are informed of all
major developments affecting the Company’s state of affairs and to facilitate two-
way communication with investors.
The Company’s Shareholder Communications Strategy sets out that information is
communicated and the manner by which it is communicated to shareholders, namely
through:
(a) the Annual Report delivered by post or via email (if requested by the
shareholder) and which is also released to ASX and placed on the Company’s
website;
(b) the half yearly report which is released to ASX and also placed on the
Company’s website;
(c) the quarterly reports which are released to ASX and also placed on the
Company’s website;
(d) disclosures and announcements made to the ASX, copies of which are placed
on the Company’s website;
(e) notices and explanatory statements of Annual General Meetings (AGM) and
General Meetings (GM), copies of which are released to ASX and placed on the
Company’s website;
(f) the Chairman of the Board’s address and the Managing Director’s address
made at the AGMs and the GMs, copies of which are released to ASX and placed
on the Company’s website;
(g) the Company’s website on which the Company posts all announcements which
it makes to the ASX as well as materials distributed at investor or analyst
presentations; and

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Recommendation Recommendation Comply Comment
(h) the auditor’s lead engagement partner being present at the AGM to answer
questions from shareholders about the conduct of the audit and the
preparation and content of the auditor’s report.
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
Yes Shareholders are encouraged to attend and participate in general meetings,
whether conducted as virtual meetings or face-to-face meetings. Accordingly,
meetings are held during normal business hours using appropriate technology to
facilitate the meeting and at a location considered to be most convenient for the
greatest possible number of shareholders to attend.
6.4 A listed entity should ensure that all substantive resolutions at
a meeting of security holders are decided by a poll rather than
by a show of hands.
Yes The Company’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 The Company’s register is maintained by a professional security registry,
Automic Pty Ltd (Automic). Shareholders are able to communicate with the
Company and Automic via email and can register to receive communications and
shareholder materials from the Company via its security registry electronically.

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Recommendation Recommendation Comply Comment
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), disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
Yes DLT does not have a risk committee as the Board considers DLT will not currently
benefit from its establishment. The Board shall initially carry out the duties that
would ordinarily be carried out by the risk committee. This includes devoting time
at Board meetings to fulfil 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
that the entity is operating with due regard 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 ordinary course of
business, management monitors and manages those risks. The responsibility for
undertaking and assessing risk management and internal control effectiveness is
delegated to management. Management is required to assess risk management and
associated internal compliance and control procedures and report back to the Board
quarterly.
Key operational and financial risks are presented to and reviewed by the Board at
regular intervals.
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 governance, risk
management and internal control processes.
Yes The Company does not have an internal audit function. Management, in conjunction
with the Board, oversees the Company’s risk management systems, practices and
procedures to ensure effective risk identification and management and compliance
with internal guidelines and external requirements.
The Board, in conjunction with the CFO discusses risk management and control
procedures on a regular basis.

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Recommendation Recommendation Comply Comment
7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.
Yes The Company discloses any material exposures within its annual report.
The Company does not currently have any material exposure to environmental or
social risks.

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Recommendation Recommendation Comply Comment
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 DLT does not have a Remuneration Committee as the Board considers DLT will not
currently benefit from its establishment. The Board shall initially carry out the duties
that would ordinarily be carried out by the remuneration committee 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:

the Board devotes time at appropriate Board meetings to assess the level and
composition of remuneration for Directors and senior executives;

items that are usually required to be discussed by a remuneration committee are
marked as separate agenda items at Board meetings when required; and

the Board may seek external advice and benchmarking to inform their decisions.
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 The Company discloses in the Remuneration Report contained within its Annual
Report details of its remuneration policies and practices and the remuneration paid
to non-executive directors, executive directors and any other key management
personnel. The maximum aggregate annual remuneration payable to non-executive
directors is set by shareholders in general meeting in accordance with the
Company’s Constitution.
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’s Trading Policy prohibits Directors and other key management
personnel from entering into any transaction which would have the effect of hedging
or otherwise transferring to any other person the risk of any fluctuation in the value
of any unvested entitlement in the Company’s securities.
The Company’s Security Trading Policy discloses the prohibitions and practices for
dealing under Employee Share Schemes.

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