ROOLIFE GROUP LTD — Governance Information 2019

Sep 4, 2019

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

OpenDNALimited
ACN/ARBN	Financial year ended
613 410 398	30 June 2019
Our corporate governance statement2 for the above period abovecan be found at:3

☐these pages of our annual report:

☒this URL on our website: http://www.opendna.ai/corporate-governance/

The Corporate Governance Statement is accurate and up to date as at 4 September 2019 and has been approved by the board.

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

Date here: 5 September 2019

Sign here: _______________________________

Company Secretary

Print name: Peter Torre

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

2 "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity's corporate governance statement can be found.

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the wholeof theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in full for thewhole of theperiod above. We have disclosed …
	PRINCIPLE 1 –LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	Alisted entity should disclose:(a)the respective roles and responsibilities of itsboard andmanagement; and(b)those matters expressly reserved to the board andthose delegated to management.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at this location:… and information about the respective roles andresponsibilities of ourboard and management(including thosematters expressly reserved to the board and those delegatedtomanagement):☒at this location:www.opendna.ai/corporategovernance/	☐an explanation why that is soin our CorporateGovernance StatementOR☐we are an externally managed entity and thisrecommendation is therefore not applicable
1.2	Alisted entity should:(a)undertake appropriate checks before appointing aperson, or putting forward to security holders acandidate for election, as a director; and(b)provide security holders with all material informationin its possession relevant toa decision on whether ornot to elect or re-elect a director.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at this location:_____________________________________________Insert location here	☐an explanation why that is soin our CorporateGovernance StatementOR☐we are an externally managed entity and thisrecommendation is therefore not applicable
1.3	A listed entity should have a written agreement with eachdirector and senior executive setting out the terms of theirappointment.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at this location:_____________________________________________Insert location here	☐an explanation why that is soin our CorporateGovernance StatementOR☐we are an externally managed entity and thisrecommendation is therefore not applicable
1.4	The company secretary of a listed entity should beaccountable directly to the board, through the chair, on allmatters to do with the proper functioning of the board.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at this location:_____________________________________________Insert location here	☐an explanation why that is soin our CorporateGovernance StatementOR☐we are an externally managed entity and thisrecommendation is therefore not applicable

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the wholeof theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in full for thewhole of theperiod above. We have disclosed …
1.5	A listed entity should:(a)have a diversity policy which includes requirementsfor the boardor a relevant committee of the board tosetmeasurable objectives for achieving genderdiversity andto assess annually both the objectives andthe entity's progress in achieving them;(b)disclose that policy or a summary ofit; and(c)disclose as at the end of each reporting periodthemeasurable objectives for achieving gender diversityset by the board or a relevant committee of the boardin accordance with the entity's diversity policy and itsprogress towards achieving themand either:(1)the respective proportions of men and women onthe board, in senior executive positions and acrossthe whole organisation (including how the entityhas defined "senior executive" for these purposes);or(2)if the entity is a "relevant employer" under theWorkplace Gender Equality Act, the entity's mostrecent "Gender Equality Indicators", as defined inand published under that Act.	… the fact that we have a diversity policy that complies withparagraph(a):☒in our Corporate Governance StatementOR☐at this location:… and a copy of our diversity policy or a summary of it:☒at this location:www.opendna.ai/corporate-governance/… the measurable objectives for achieving gender diversity setby the board or a relevant committee of the board inaccordance with ourdiversity policy and ourprogress towardsachieving them:☐in our Corporate Governance Statement OR☐at this location:Insert location here… and the information referred to in paragraphs (c)(1) or(2):☐in our Corporate Governance StatementOR☐at this location:Insert location here	☒an explanation why that is soin our CorporateGovernance StatementOR☐we are an externally managed entity and thisrecommendation is therefore not applicable

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the wholeof theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in full for thewhole of theperiod above. We have disclosed …
1.6	A listed entity should:(a)have and disclose a process for periodically evaluatingthe performance of the board, its committees andindividual directors; and(b)disclose,in relation to each reporting period, whethera performance evaluation was undertaken in thereporting period in accordance with that process.	… the evaluation process referred to in paragraph (a):☒in our Corporate Governance StatementOR☐at this location:Insert location here… and the information referred to in paragraph (b):☒in our Corporate Governance StatementOR☐at this location:	☐an explanation why that is soin our CorporateGovernance StatementOR☐we are an externally managed entity and thisrecommendation is therefore not applicable
1.7	A listed entity should:(a)have and disclose a process for periodically evaluatingthe performance of its senior executives; and(b)disclose,in relation to each reporting period, whethera performance evaluation was undertaken in thereporting period in accordance with that process.	Insert location here… the evaluation process referred to in paragraph (a):☒in our Corporate Governance StatementOR☐at this location:___________________________________________Insert location here… and the information referred to in paragraph (b):☒in our Corporate Governance StatementOR☐at this location:www.opendna.ai/corporate-governance/Insert location here	☐an explanation why that is soin our CorporateGovernance StatementOR☐we are an externally managed entity and thisrecommendation is therefore not applicable

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the wholeof theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in full for thewhole of theperiod above. We have disclosed …
	PRINCIPLE 2 -STRUCTURE THE BOARD TO ADDVALUE
2.1	The board of a listed entity should:(a)have a nomination committee which:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; OR(b)if it does not have a nomination committee, disclosethat fact and the processes it employs to address boardsuccession issues and to ensure that the board has theappropriate balance of skills, knowledge,experience,independence and diversity to enable it to dischargeits duties and responsibilities effectively.	[If the entity complies with paragraph (a):]… the fact that we have a nomination committee that complieswith paragraphs (1) and (2):☐in our Corporate Governance Statement OR☐at this location:Insert location here… and a copy of the charter of the committee:☐at this location:… and the information referred to in paragraphs (4) and (5):☐in our Corporate Governance Statement OR☐at this location:[If the entity complies with paragraph (b):]… the fact that we do not have anomination committeeand theprocesses weemploy to address board succession issues and toensure that the board has the appropriate balance of skills,knowledge, experience, independence and diversity to enable itto discharge its duties and responsibilities effectively:☒in our Corporate Governance Statement OR☐at this location:	☒an explanation why that is soin our CorporateGovernance Statement OR☐we are an externally managed entity and thisrecommendation is therefore not applicable
		Insert location here

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the wholeof theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in full for thewhole of theperiod above. We have disclosed …
2.2	A listed entity should have and disclose a board skillsmatrix setting out the mix of skills and diversity that theboard currently has or is looking to achieve in itsmembership.	… our board skills matrix:☒in our Corporate Governance Statement OR☐at this location:directors report contained within the Annual Report________Insert location here	☐an explanation why that is soin our CorporateGovernance Statement OR☐we are an externally managed entity and thisrecommendation is therefore not applicable
2.3	A listed entity should disclose:(a)the names of the directors considered by the board tobe independent directors;(b)if a director has an interest, position, association orrelationship of the type described in Box2.3but theboard is of the opinion that it does not compromise theindependence of the director, the nature of the interest,position, association or relationship in question and anexplanation of why the board is of that opinion; and(c)the length of service of each director.	… the names of the directors considered by the board to beindependent directors:☒in our Corporate Governance StatementOR☒at this location:Directors Report contained within the financial statementsInsert location here… where applicable, the information referred to in paragraph(b):☒in our Corporate Governance StatementOR☐at this location:_____________________________________________Insert location here… the length of service of each director:☐in our Corporate Governance Statement OR☒at this location:Directors Report contained within the financial statements	☐an explanation why that is soin our CorporateGovernance Statement
2.4	A majority of the board of a listed entity should beindependent directors.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at this location:_____________________________________________Insert location here	☐an explanation why that is soin our CorporateGovernance StatementOR☐we are an externally managed entity and thisrecommendation is therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the wholeof theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in full for thewhole of theperiod above. We have disclosed …
2.5	The chair of theboard of a listed entity should be anindependent director and, in particular, should not be thesame person as the CEO of the entity.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at this location:_____________________________________________Insert location here	☐an explanation why that is soin our CorporateGovernance StatementOR☐we are an externally managed entity and thisrecommendation is therefore not applicable
2.6	A listed entity shouldhave a program for inducting newdirectorsandprovideappropriateprofessionaldevelopment opportunities for directors to develop andmaintain the skills and knowledge needed to perform theirrole as directorseffectively.	… the fact that we follow this recommendation:☐in our Corporate Governance StatementOR☐at this location:_www.opendna.ai/corporate-governance/Insert location here	☒an explanation why that is soin our CorporateGovernance StatementOR☐we are an externally managed entity and thisrecommendation is therefore not applicable
	PRINCIPLE 3 –ACTETHICALLYAND RESPONSIBLY
3.1	A listed entity should:(a)have a code of conduct for its directors, seniorexecutives and employees; and(b)disclose that code or a summary ofit.	… our code of conduct or a summary of it:☒in our Corporate Governance StatementOR☒at this location:www.opendna.ai/corporategovernance/	☐an explanation why that is soin our CorporateGovernance Statement
	PRINCIPLE 4 –SAFEGUARD INTEGRITY IN CORPORATE	REPORTING
4.1	The board of a listed entity should:(a)have an audit committee which:(1)has at least three members, all of whom are nonexecutive directors and a majority of whom areindependent directors; and(2)is chaired by an independent director, who is notthe chair of the board,and disclose:(3)the charter of the committee;(4)the relevant qualifications and experience of themembers of the committee; and(5)in relation to each reporting period, the number oftimes the committee met throughout the period and	[If the entity complies with paragraph (a):]… the fact that we have an audit committee that complies withparagraphs (1) and (2):☐in our Corporate Governance StatementOR☐at this location:_____________________________________________Insert location here… and a copy of the charter of the committee:☐at this location:… and the information referred to in paragraphs (4) and (5):	☒an explanation why that is soin our CorporateGovernance Statement

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the wholeof theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in full for thewhole of theperiod above. We have disclosed …
	the individual attendances of the members at thosemeetings; OR(b)if it does not have an audit committee, disclose that factand the processes it employs that independently verifyand safeguard the integrity of its corporatereporting,including the processes for the appointment andremoval of the external auditor and the rotation of theaudit engagement partner.	☐in our Corporate Governance StatementOR☐at this location:[If the entity complies with paragraph (b):]… the fact that we do not have anaudit committeeand theprocesses weemploy that independently verify and safeguardthe integrity of ourcorporate reporting, including the processesfor the appointment and removal of the external auditor and therotationof the audit engagement partner:☒in our Corporate Governance StatementOR☐at this location:_____________________________________________Insert location here
4.2	The board of a listed entity should, before it approves theentity's financial statements for a financial period, receivefrom its CEO and CFO a declaration that, in their opinion,the financial records of the entity have been properlymaintained and that the financial statements comply withthe appropriate accounting standards and give a true andfair view of the financial position and performance of theentityand that the opinionhas been formed on the basisof a sound system of risk management and internalcontrol which is operating effectively.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at this location:_____________________________________________Insert location here	☐an explanation why that is soin our CorporateGovernance Statement
4.3	A listed entity that has an AGM should ensure that itsexternal auditor attends its AGM and is available toanswer questions from security holders relevant to theaudit.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at this location:_____________________________________________Insert location here	☐an explanation why that is soin our CorporateGovernance StatementOR☐we are an externally managed entity thatdoes nothold an annual general meeting and this recommendationis therefore not applicable

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the wholeof theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in full for thewhole of theperiod above. We have disclosed …
	PRINCIPLE 5 –MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should:(a)have a written policy for complying with its continuousdisclosure obligations under the Listing Rules; and(b)disclose that policy or a summary ofit.	… our continuous disclosure compliance policy or a summaryof it:☒in our Corporate Governance StatementOR☒at this location:www.opendna.ai/corporate-governance/	☐an explanation why that is soin our CorporateGovernance Statement
	PRINCIPLE 6 –RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself andits governance to investors via its website.	… information about usand ourgovernance on our website:☒at this location:www.opendna.ai/corporate-governance/	☐an explanation why that is soin our CorporateGovernance Statement
6.2	A listed entity should design and implement an investorrelations program to facilitate effective two-waycommunication with investors.	… the fact that we follow this recommendation:☐in our Corporate Governance StatementOR☐at this location:_____________________________________________Insert location here	☒an explanation why that is soin our CorporateGovernance Statement
6.3	A listed entity should disclose the policies and processesit has in place to facilitate and encourage participation atmeetings of security holders.	… our policies and processes forfacilitatingand encouragingparticipation at meetings of security holders:☒in our Corporate Governance StatementOR☐at this location:_____________________________________________Insert location here	☐an explanation why that is soin our CorporateGovernance StatementOR☐we are an externally managed entity that does nothold periodic meetings of security holders and thisrecommendation is therefore not applicable
6.4	A listed entity should give security holders the option toreceive communications from, and send communicationsto, the entity and its security registry electronically.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at this location:_____________________________________________Insert location here	☐an explanation why that is soin our CorporateGovernance Statement

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the wholeof theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in full for thewhole of theperiod above. We have disclosed …
	PRINCIPLE 7 –RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should:(a)have a committee or committees to oversee risk, eachof which:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;(4)the members of the committee; and(5)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; OR(b)if it does not have a risk committee or committeesthatsatisfy (a) above, disclose that fact and the processes itemploys for overseeing the entity's risk managementframework.	[If the entity complies with paragraph (a):]… the fact that we have a committee or committees to overseerisk that complywith paragraphs (1) and (2):☐in our Corporate Governance StatementOR☐at this location:Insert location here… and a copy of the charter of the committee:☐at this location:… and the information referred to in paragraphs (4) and (5):☐in our Corporate Governance StatementOR☐at this location:[If the entity complies with paragraph (b):]… the fact that we do not have a risk committeeor committeesthat satisfy (a) and the processes weemploy for overseeing ourrisk management framework:☒in our Corporate Governance StatementOR☐at this location:Insert location here	☒an explanation why that is soin our CorporateGovernance Statement
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 besound; and(b)disclose,in relation to each reporting period, whethersuch a review has taken place.	… the fact that we follow this recommendation:☒in our Corporate Governance StatementOR☐at this location:_____________________________________________Insert location here	☐an explanation why that is soin our CorporateGovernance Statement

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the wholeof theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in full for thewhole of theperiod above. We have disclosed …
7.3	A listed entity should disclose:(a)if it has an internal audit function, how the function isstructured and what role it performs; OR(b)if it does not have an internal audit function, that factand the processes it employs for evaluating andcontinually improving the effectiveness of its riskmanagement and internal control processes.	[If the entity complies with paragraph (a):]… how our internal auditfunction is structured and what role itperforms:☐in our Corporate Governance StatementOR☐at this location:Insert location here[If the entity complies with paragraph (b):]… the fact that we do not have an internal audit function andthe processes weemploy for evaluating and continuallyimproving the effectiveness of ourrisk management andinternal control processes:☒in our Corporate Governance StatementOR☐at this location:	☒an explanation why that is soin our CorporateGovernance Statement
7.4	A listed entity should disclose whetherit has any materialexposureto economic, environmental and socialsustainabilityrisksand, if it does, how it manages orintends to manage those risks.	Insert location here… whether wehaveany material exposureto economic,environmental and social sustainabilityrisks and, if wedo, howwemanage or intend to manage those risks:☒in our Corporate Governance StatementOR☐at this location:___Directors Report contained within the financialstatementsInsert location here	☐an explanation why that is soin our CorporateGovernance Statement
	PRINCIPLE 8 –REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should:(a)have a remuneration committee which:(1)has at least three members, a majority of whom areindependent directors; and(2)is chaired by an independent director,and disclose:(3)the charter of the committee;	[If the entity complies with paragraph (a):]… the fact that we have a remuneration committee thatcomplies with paragraphs (1) and (2):☐in our Corporate Governance StatementOR☐at this location:_____________________________________________	☒an explanation why that is soin our CorporateGovernance StatementOR☐we are an externally managed entity and thisrecommendation is therefore not applicable

	Corporate Governance Council recommendation	We havefollowed the recommendation in full for the wholeof theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in full for thewhole of theperiod above. We have disclosed …
	(4)the members of the committee; and(5)as at the end of each reporting period, the numberof times the committee met throughout the periodand the individual attendances of the members atthose meetings; OR(b)if it does not have a remuneration committee, disclosethat fact and the processes it employs for setting thelevel and composition of remuneration for directorsand senior executives and ensuring that suchremuneration is appropriate and not excessive.	Insert location here… and a copy of the charter of the committee:☐at this location:… and the information referred to in paragraphs (4) and (5):☐in our Corporate Governance StatementOR☐at this location:[If the entity complies with paragraph (b):]… the fact that we do not have a remuneration committeeandthe processes weemploy for setting the level and compositionof remuneration for directors and senior executives andensuring that such remuneration is appropriate and notexcessive:☒in our Corporate Governance StatementOR☐at this location:_____________________________________________Insert location here
8.2	A listed entity should separately disclose its policies andpractices regarding the remuneration of non-executivedirectors and the remuneration of executive directors andother senior executives.	… separately our remuneration policies and practices regardingthe remuneration of non-executive directors and theremuneration of executive directors and other seniorexecutives:☒in our Corporate Governance StatementOR☒at this location:Remuneration ReportInsert location here	☐an explanation why that is soin our CorporateGovernance StatementOR☐we are an externally managed entity and thisrecommendation is therefore not applicable

Corporate Governance Council recommendation		We havefollowed the recommendation in full for the wholeof theperiodabove. We have disclosed…	We have NOTfollowed the recommendation in full for thewhole of theperiod above. We have disclosed …
8.3	A listed entity which has an equity-based remunerationscheme should:(a)have a policy on whether participants are permitted toenter into transactions (whether through the use ofderivatives or otherwise) which limit the economic riskof participating in the scheme; and(b)disclose that policy or a summary of it.	… our policy on this issue or a summary of it:☒in our Corporate Governance Statement OR☐at this location:_____________________________________________Insert location here	☐an explanation why that is soin our CorporateGovernance Statement OR☐we do not have an equity-based remuneration schemeand this recommendation is therefore not applicable ORwe are an externally managed entity and thisrecommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation1.1 for externallymanaged listed entities:The responsible entity of an externally managed listedentity should disclose:(a)the arrangements between the responsible entity andthe listed entity for managing the affairs of the listedentity;(b)the role and responsibility of the board of theresponsible entity for overseeing those arrangements.	… the information referred to in paragraphs (a)and(b):☐in our Corporate Governance StatementOR☐at this location:_____________________________________________Insert location here	☐an explanation why that is soin our CorporateGovernance Statement
-	Alternative to Recommendations8.1, 8.2and8.3forexternally managed listed entities:An externally managed listed entity should clearly disclosethe terms governing the remuneration of the manager.	… the terms governing our remuneration as manager of theentity:☐in our Corporate Governance Statement OR☐at this location:_____________________________________________Insert location here	☐an explanation why that is soin our CorporateGovernance Statement