ROOLIFE GROUP LTD — Governance Information 2019

Sep 4, 2019

OpenDNA Limited Corporate Governance Statement

ASX Corporate Governance Council Principles and Recommendations

The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.

To the extent applicable, the Company has adopted The Corporate Governance Principles and Recommendations (3rd Edition) as published by ASX Corporate Governance Council (Recommendations).

In light of the Company's size and nature, the Board considers that the current board is a cost effective and practical method of directing and managing the Company. As the Company's activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

The Company's main corporate governance policies and practices in place throughout the year are outlined below and in detail in the table following. The Company's full Corporate Governance Plan is available in a dedicated corporate governance information section of the Company's website www.opendna.ai.

Board of directors

The Board is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to:

• (a) maintain and increase Shareholder value;
• (b) ensure a prudential and ethical basis for the Company's conduct and activities; and
• (c) ensure compliance with the Company's legal and regulatory objectives.

Consistent with these goals, the Board assumes the following responsibilities:

• (a) developing initiatives for profit and asset growth;
• (b) reviewing the corporate, commercial and financial performance of the Company on a regular basis;
• (c) acting on behalf of, and being accountable to, the Shareholders; and
• (d) identifying business risks and implementing actions to manage those risks and corporate systems to assure quality.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors' participation in the Board discussions on a fully-informed basis.

Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting.

Identification and management of risk

The Board's collective experience will enable accurate identification of the principal risks that may affect the Company's business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

Independent professional advice

Subject to the Chairman's approval (not to be unreasonably withheld), the Directors, at the Company's expense, may obtain independent professional advice on issues arising in the course of their duties.

Ethical standards

The Board is committed to the establishment and maintenance of appropriate ethical standards.

Remuneration arrangements

The remuneration of an executive Director will be decided by the Board, without the affected executive Director participating in that decision-making process.

The total maximum remuneration of non-executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors' remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed $350,000 per annum.

In addition, a Director may be paid fees or other amounts (i.e. subject to any necessary Shareholder approval, non-cash performance incentives such as Options) as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director.

Directors are also entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors.

The Board reviews and approves the remuneration policy to enable the Company to attract and retain executives and Directors who will create value for Shareholders having consideration to the amount considered to be commensurate for a company of its size and level of activity as well as the relevant Directors' time, commitment and responsibility. The Board is also responsible for reviewing any employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed.

Diversity policy

The Board has adopted a diversity policy which provides a framework for the Company to achieve, amongst other things, a diverse and skilled workforce, a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff, improved employment and career development opportunities for women and a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives.

Trading policy

The Board has adopted a policy that sets out the guidelines on the sale and purchase of securities in the Company by its Directors, Employees and Consultants. The policy generally provides that the written acknowledgement of the Chairman, or Managing Director if the Chairman is not available, (or the Board in the case of the Chairman) must be obtained prior to trading.

External audit

The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.

Audit committee

The Company will not have a separate audit committee until such time as the Board is of a sufficient size and structure, and the Company's operations are of a sufficient magnitude for a separate committee to be of benefit to the Company.

In the meantime, the full Board will carry out the duties that would ordinarily be assigned to that committee pursuant to the Audit and Risk Management Committee Charter, including but not limited to, monitoring and reviewing any matters of significance affecting financial reporting and compliance, the integrity of the financial reporting of the Company, the Company's internal financial control system and risk management systems and the external audit function.

Remuneration committee

The Company will not have a separate remuneration committee until such time as the Board is of a sufficient size and structure, and the Company's operations are of a sufficient magnitude for a separate committee to be of benefit to the Company.

The full Board will carry out the duties that would ordinarily be assigned to that committee, ensuring that the level and composition of remuneration provided to attract and retain high quality directors and employees is commercially appropriate and targeted to align with the interests of the Company whilst not resulting in a conflict with the objectivity of its Independent Directors.

The Board will ensure that no Director or Senior Executive will be involved in deciding his or her own remuneration.

The Board has not adopted a formal Remuneration Committee Charter.

Nomination committee

The Company will not have a separate nomination committee until such time as the Board is of a sufficient size and structure, and the Company's operations are of a sufficient magnitude for a separate committee to be of benefit to the Company.

The full Board will carry out the duties that would ordinarily be assigned to that committee ensuring that the composition of the Board is appropriate, consider succession issues and inducting and evaluating the performance of the Board and its Committees.

The Board has not adopted a formal Nomination Committee Charter.

Risk committee

The Company will not initially form a separate committee to oversee risk and internal control.

Ultimate responsibility for risk management will rest with the full Board which monitors and manages material risks at each Board Meeting where it considers the Company's Risk Matrix.

The Company manages risk pursuant to the Audit and Risk Management Charter and its Risk Management Policy.

Departures from Recommendations

The Company's compliance and departures from the Recommendations as at 4 September 2019 are set out in the table below.

Principles and Recommendations	Company's Policies	Degree ofcompliance
Principle 1 – Lay solid foundations for management and oversight
1.1(a) Disclosure of the respective roles andresponsibilitiesoftheboardandmanagement; and(b) Disclose matters expressly reservedfor the board and those delegated tomanagement.	(a) The Board is responsible for the overall corporategovernance of the Company including formulating itsstrategicdirection,settingremunerationandmonitoringtheperformanceofDirectorsandexecutives.The Board relies on Senior Executives to assist it inapproving and monitoring expenditure, ensuring theintegrity of internal controls and managementinformation systems and monitoring financial andother reporting.(b) The Board has adopted a Board Charter thatformalises its roles and responsibilities and defines thematters that are reserved for the Board and specificmatters that are delegated to management. A copy ofthe Board Charter is available on the Company'swebsite www.opendna.ai.The Board regularly monitors the divisions of functionsbetween the Board and management to ensure theappropriateness to the needs of the Company.	Complies
1.2(a) Complete appropriate checks beforeappointing a person, or putting forwardto security holders a candidate forelection, as a director; and(b) Provide to shareholders all materialinformationinthelistedentity'spossession relevant to a decision onwhether to elect or not elect or re-electa director.	(a) The Company ensures that prior to appointing adirector or recommending a new candidate forelection as a director that appropriate checks areundertaken as to the persons character, experience,education, criminal record and bankruptcy history.The details are documented in the Board Charterwhich is available on the Company's website.(b) All material information considered relevant to adecision on whether or not to elect or re-elect aDirector will be provided to security holders in a Noticeof Meeting pursuant to which the resolution to elector re-elect a Director will be voted on.	Complies

Principles and Recommendations	Company's Policies	Degree ofcompliance
1.3A listed entity should have a writtenagreement with each director and seniorexecutive setting out the terms of theirappointment.1.4The Company Secretary is accountableto the board, through the chair, on allmatterstodowiththeproperfunctioning of the board.	The Company enters into a written service contractwith each of its directors and senior executives whichsets out at a minimum a description of their position;duties; responsibilities; to whom they report;circumstances in which their service contract may beterminated; and any entitlement upon termination.The Board Charter outlines the roles, responsibilityand accountability of the Company Secretary.The Company Secretary reports to the Board and isresponsible for monitoring the extent that Boardpolicy and procedures are followed, and coordinating	CompliesComplies
	the timely completion and despatch of Board agendaand briefing material.All directors are to have access to the CompanySecretary.
1.5
(a) Establish a diversity policy withmeasurable objectives to achieve genderdiversity and assess annually both theobjectives and the entity's progress inachievingthem.	(a) The Board has adopted a policy on achievinggender, age and ethnic diversity in the Company'sBoard and employees.The Chief Executive Officer is responsible for ensuringthe policy is brought to the attention of all affectedpersons and for monitoring compliance with the	Partially Complies
(b) Disclose the policy or a summary ofthatpolicy.	policy.(b) The Company's Diversity Policy is available on the
(c) Disclose as at the end of eachreportingperiodthemeasurableobjectives for achieving gender diversityset by the board or a relevant committeeof the board in accordance with theentity's diversity policy and its progresstowards achieving them, and either:	Company's website www.opendna.ai.(c)The Board adheres to reporting annually andproviding progressive results regarding performanceagainst measureable objectives. The Board has not yetset measurable objectives as the Company and itsoperations are still in its infancy. As the number ofemployees develops further, the Board will consider
(1) the respective proportions ofmen and women on the board, insenior executive positions and acrossthe whole organisation (includinghow the entity has defined "seniorexecutive" for these purposes); or	the measurable objectives and report accordingly.(c) The total number of employees in the Companyincluding directors is 18 of which 7 are female. Thereare currently no female directors of the Company.
(2) if the entity is a "relevantemployer" under the WorkplaceGender Equality Act (which is notapplicable to the Company as at thedate of this Prospectus), the entity's

Principles and Recommendations	Company's Policies	Degree ofcompliance
mostrecent"GenderEqualityIndicators",asdefinedinandpublished under that Act.
1.6
(a) Have and disclose a process forperiodically evaluating performance ofthe board, its committees and individualdirectors.	(a) The Chairperson shall review the performance ofthe Chief Executive Officer, each Director and eachBoard committee (if applicable) at least once everycalendar year.	Complies
(b) Disclose at the end of each reporting	The details are documented in the Board Charterwhich is available on the Company's website.
periodwhetheraperformanceevaluationwasundertakeninthereporting period in accordance with thatprocess.	(b) The Company was listed on the ASX in November2016. New executives were appointed to the Companyduring the year along with other Board changes, andas such the board have not yet undertaken a review. Areview will be undertaken once the newly constitutedBoard has operated for a sufficent period of time.
1.7
(a) Have and disclose a process forperiodically evaluating performance ofSeniorexecutives.	(a) The Chief Executive Officer shall review theperformance of executive management at least onceevery calendar year with reference to the terms oftheir employment contract.	Complies
(b) Disclose at the end of each reportingperiod whether the evaluation wasundertaken in accordance with thatprocess.	(b) The Company was listed on the ASX in November2016. Given the small number of employees, and withchanges to executive management during the year,the performance of senior executives are monitoredon monthly basis with appropraite discussions witheach relevant employee as and when requried.
Principle 2 – Structure the Board to add value
2.1
(a) The board should have a nominationcommittee with at least 3 members (amajority of whom are independentdirectors), be chaired by an independentdirector, disclose the charter, membersand, as at the end of each reportingperiod, the number of times met andindividual attendance at meetings.	(a) The Board does not consider that the Company isof a relevant size or complexity to warrant theformation of a Nomination Committee to deal with theselection and appointment of new Directors and assuch, a Nomination Committee has not been formed.A dedicated Nomination Committee Charter has notbeen adopted by the Board.	Does not Comply
(b) If the listed entity does not have anomination committee, disclose thatfact and disclose what processes theboardemploystoaddressboardsuccession issues and to ensure that theboard has the appropriate balance ofskills,knowledge,experience,independence and diversity to enable it	(b) Nominations of new Directors are and will beconsidered by the full Board. If any vacancies arise onthe Board, all Directors will be involved in the searchand recruitment of a replacement. The Board hastaken a view that the full Board will hold specialmeetings or sessions as and when required. The Boardis confident that this process for selection, includingundertaking appropriate checks before appointing a

Principles and Recommendations	Company's Policies		Degree ofcompliance
todischargeitsdutiesandresponsibilities effectively.	person,orputtingforwardcandidate for election is stringent.	toShareholdersa
	Full details of all Directors will be provided toShareholders in the Company's annual reports and onthe Company's website www.opendna.ai.
2.2
A listed entity should have and disclose aboard skills matrix setting out the mix ofskills and diversity that the boardcurrently has or is looking to achieve inits membership.	The Board considers the current mix of skills andexperience of members of the Board and its seniormanagement, along with the addition of new directorsas announced to the ASZ, is sufficient to meet therequirements of the Company.		Complies
	The Board will ensure that it continues to have themix of skills and experience necessary to conductOPNs' activities, and that appropriate directors areselected and appointed as required. The followingtable sets out the mix of skills and diversity that theBoard currently has:
		No# of Directors
	Expertise
	CEO/CFO/Senior Exec	4
	Legal	1
	FinanciallyKnowledgeable	4
	IT/Technical background	4
	Sales and Marketing	3
	Financial Expert	1
	Mergers and Acquisitions	3
	Competencies
	Strategic Leadership	4
	Vision and Mission	4
	Networking	4
	Governance	2

Principles and Recommendations	Company's Policies	Degree ofcompliance
2.3(a) Disclosure of names of independentdirectors on the board;(b) Disclose any independent director'sinterest,positionassociationorrelationship with the entity if it isdescribedinBox2.3oftheRecommendations and disclose why theboard still considers such director to beindpendent;(c) Disclose the length of service of eachdirector.	(a) The Company'sBoard includes IndependentDirectors: Mr Grant Pestell (Non-Executive Chairman)and Mr Evan Cross (Non-Executive Director).(b) None of the Independent Directors hold more than5% of the Shares in the Company and eachIndependent Director is not related to any otherDirector or senior executive of the Company.The Board asseses whether Directors are independentof management or other relationships that couldmaterially interfere with objective, unfettered orindependent judgement by the Director or theDirector's ability to act in the best interest of theCompany. The Board retains ultimate discretion intheir judgement to determine if a Director isindependent.Information regarding the independence of Directorsare documented in the Board Charter which isavailable on the Comany's website.Mr Pestell is a Partner of the legal firm Mucia PestellHillard (MPH). The Company engages the services ofMPH from time to time however the quantum of feesaccociated with the services are not consideredmaterial to both the Company and MPH. As such, theprovision of services by MPH are not considered tointerfere, or might reasonably be seen to interferewith Mr Pestell's capacity to bring an independentjudgement to bear on issues before the Board and toact in the best interests of the Company and itssecurity holders generally.(c) the legnth of service of each director is set out inthe Companys Directors Report contained within theAnnual Report	Complies
2.4Themajority of the Board should beindependent directors.	The Board does comprise of an equal majority ofindependent directors.The Board considers that both its structure andcomposition are appropriate given the size of theCompany and that the interests of the Company andits shareholders are well met.	Complies

Principles and Recommendations	Company's Policies	Degree ofcompliance
2.5
The chair of the board of a listed entityshould be an independent director, andin particular, should not be the sameperson as the Chief Executive Officer.	Mr Pestell is the Independent Non-Executive Chairmanand does not act as the Chief Executive Officer.	Complies
2.6
A listed entity should have a program forinducting new directors and provideappropriate professional developmentopportunities for directors to developand maintain the skills and knowledgerequired to perform their roles asdirectors effectively.	Upon appointment, new Directors will be subject torelevant induction procedures to provide theincoming individual with sufficient knowledge of theentity and its operating environment to enable themto fulfill their role effectively.The Board will, when it considers the Company to beof an appropriate size, implement a formal induction	Does not comply
	process that complies with Recommendation 2.6.
Principle 3 – Act Ethically and Responsibly
3.1
A listed entity should:		Complies
(a) have a code of conduct for itsdirectors,seniorexecutivesandemployees; and	(a) The Company has developed a Code of Conduct forDirectors, management and staff, underlying theCompany's commitment to high ethical standards inthe conduct of the Company's business. The Board isresponsible for ensuring the Company's compliancewith the Code and the good and fair management ofreports of any breaches.(b) The Code of Conduct and Securities Trading PolicyareavailableontheCompany'swebsitewww.opendna.ai.
(b) disclose the code or a summary of thecode.
Principle 4 – Safeguard integrity in corporate reporting
4.1
The board of a listed entity should:(a) have an audit committee which:	(a)The Board has not established a separate AuditCommittee.	Does not comply
(1) has at least three members, allofwhomarenon-executivedirectors and a majority of whomare independent directors; and	However the full board operates under the adoptedAudit & Risk Management Charter, which is availablefor review on the Company's websitewww.opendna.ai, and carries out the functionsdelegated under that charter.
	(b)The Board does not consider that the

Principles and Recommendations	Company's Policies	Degree ofcompliance
(2) is chaired by an independentdirector, who is not the chair of theboard,and disclose:(3) the charter of the committee;(4) the relevant qualifications andexperience of the members of thecommittee; and(5) in relation to each reportingperiod, the number of times thecommittee met throughout theperiodandtheindividualattendances of the members atthose meetings; or(b)ifitdoesnothaveanauditcommittee, disclose that fact and theprocesses it employs that independentlyverify and safeguard the integrity of itscorporatereporting,includingtheprocesses for the appointment andremoval of the external auditor and therotationoftheauditengagementpartner.	Company is of a size nor are the affairs of acomplexity sufficient to warrant theformation of a separate Audit Committee.The full board is considered to be able tomeet the objectives of the best practicerecommendations and discharge its duties inthis area.External audit recommendations, internal controlmatters and any other matters that arise from halfyearly reviews and the annual statutory audit will bediscussed directly between the Board and the AuditEngagement Partner.The Board encourages contact between NonExecutive Directors and the Company's externalauditors ,independently of executive management.
4.2The board of a listed entity should,before it approves the entity's financialstatements for a financial period, receivefrom its Chief Executive Officer and ChiefFinancial Officer a declaration that, intheir opinion, the financial records of theentity have been properly maintainedand that the financial statements complywiththeappropriateaccountingstandards and give a true and fair view ofthe financial position and performanceof the entity and that the opinion hasbeen formed on the basis of a soundsystem of risk management and internalcontrol which is operating effectively.	The Chief Executive Officer and Chief Financial Officer(or equivalent) prepare a declaration to state thefollowing in writing prior to the Board approving theCompany's financial statements for a financial periodthat in their opinion:o the Company's financial reports have been properlymaintained and contain a true and fair view, in allmaterial respects, of the financial condition andoperating performance of the Company and complywith relevant accounting standards; ando that the opinion is founded on a sound system ofrisk management and that the system is operatingeffectively in all material respects in relation tofinancial reporting risks.	Complies
4.3Ensure external auditor attend the AGMand is available to answer questionsfrom shareholders relevant to the audit.	The Company's Board ensures that the Company'sexternal auditor attends its AGM and is available toanswer questions from security holders relevant to theaudit.	Complies

Principles and Recommendations	Company's Policies	Degree ofcompliance
Principle 5 – Make timely and balanced disclosure
5.1(a)EstablishwrittenpoliciesforcomplyingwithASXcontinuousdisclosure obligationsunder the ListingRules; and(b) Disclose those policies or a summaryof those policies.	(a) The Company has established a Disclosure Policy,to ensure that it complies with the continuousdisclosure regime under the ASX Listing Rules and theCorporationsAct.(b) The Disclosure Policy is available on the Company'swebsite www.opendna.ai.	Complies
Principle 6 – Respect the rights of security holders
6.1Provide information about the Companyand its governance via a website.	TheCompanyhasadoptedaShareholderCommunications Strategy that is available for reviewon its website www.opendna.aiInformation regarding the Company's management,corporategovernance,operationsandotherinformation relevant to investors and prospectiveinvestors is also updated regularly on its website.	Complies
6.2Designandimplementaninvestorrelationsprogramtofacilitatecommunication with shareholders.	The Company had not adopted a formal investorrelations program throughout the year, however itdoes seek to inform investors of developmentsregularlybycommunicatingthroughASXannouncements and by providing information on itswebsite.Advise was sought from an Investor Relation firmthrough the year on an as needs basis.Investors are encouraged to attend the Company'ssecurity holder meetings, and are able to contactmanagement by email or by phone.	Does not Comply
6.3Disclosepoliciesandprocessestofacilitate and encourage shareholderparticipation at meetings.	The Company has not adopted a formal policyregarding participation at its security holder meetings.The Company does provide meeting documents in atimely manner and seeks to hold meetings that may beattended by security holders in convenient locationsand at times considered to be reasonable.Securityholdersattendingsuchmeetingsareencouraged to attend and participate, both during andafter the formal notified business.	Complies
6.4	All security holders are encouraged to provide theCompany's share registry with email addresses to	Complies

Principles and Recommendations	Company's Policies	Degree ofcompliance
Provide the option for security holders toreceive communications from, and sendcommunications to, the Company and itssecurity registry electronically.	enableelectroniccommunication.Inadditionprovision is made, where possible, for security holdersto be able to vote on AGM and general meetingmatters electronically.SecurityholdersmaycontacttheCompanyelectronically by email or the Company's shareregistry.
Principle 7 – Recognise and manage risk
7.1
The board of a listed entity should:	The Board has not established a separate Risk	Does not Comply

The board of a listed entity should:(a) have a committee or committees tooversee risk, each of which:(1) has at least three members, amajority of whom are independent	The Board has not established a separate RiskManagement Committee. However the full Boardoperates under the adopted Audit & RiskManagement Charter and carries out those functionsdelegated in the charter.	Does not Comply
directors; and(2) is chaired by an independentdirector,	The Board is ultimately responsible for risk oversightand risk management. Discussions on the recognitionand management of risks are also considered at eachBoard meeting.
and disclose:	The Board has adopted an Audit and Risk Committee
(3) the charter of the committee;	Charter and a Risk Management Policy.
(4) the members of the committee;and	Under the Risk Management Policy, responsibility andcontrol risk management is delegated to theappropriate level of management within the
(5) as at the end of each reportingperiod, the number of times thecommittee met throughout theperiodandtheindividualattendances of the members atthose meetings; or(b) if it does not have a risk committee orcommitteesthatsatisfy(a)above,disclose that fact and the processes itemploys for overseeing the entity's riskmanagement framework.	Company with the Chief Executive Officer, supportedby the senior executive team, having ultimateresponsibility to the Board for the implementation ofthe risk management and control framework.The Risk Management Policy is available on theCompany's website www.opendna.ai.
7.2
The board or a committee of the boardshould:	(a) The Company has established policies as a riskmanagementframeworkfortheoversightand	Complies
(a) review the entity's risk managementframework at least annually to satisfyitself that it continues to be sound; and	management of material business risks and the Boardmonitors, identifies and reviews risks within thebusiness and that framework in the ordinary course ofbusinessateachBoardMeeting.
(b) disclose, in relation to each reportingperiod, whether such a review has takenplace.	(b) Key operational and financial risks are presented toand reviewed by the Board at each Board meeting andreported in the appropriate periods.

Principles and Recommendations	Company's Policies	Degree ofcompliance
7.3A listed entity should disclose:(a) if it has an internal audit function,how the function is structured and whatrole it performs; or(b) if it does not have an internal auditfunction, that fact and the processes itemploys for evaluating and continuallyimproving the effectiveness of its riskmanagementandinternalcontrolprocesses.	The Board believes that for efficiency purposes andthe Company is not of a size to justify having aninternal audit function.(b) Refer to 7.1 above.	Does not Comply
7.4Discloseanymaterialexposuretoeconomic, environmental and socialsustainability risk and how it manages	TheCompany'sriskmanagementsystemsareintended to assist in identifying and managingpotentialorapparentbusiness,economic,	Complies
those risks.	environmental and social sustainability risks.The Board ensures a pro-active and structuredapproach to potential material business sustainabilityand compliance risk. It regularly assesses risk whichinclude and are not limited to, credit, economic,foreign exchange variation risk, liquidity,operational,environmental, OH&S, regulatory, market related,technology, social sustainability, HR, product, brandand reputation.
	Risks are identified, analysed monitored and reportedin accordance with the Company's Risk ManagementPolicy. Management reports regularly to the Board asto the effectiveness of the Company's management ofits material business risks.
	The Risk Management Policy is available on theCompany's website.
	The Board considers the various economic,environmental and social responsibilities that facethe organisation. Below outlines the key risk to theCompany in each category of risk, as identified by theBoard:
	Economic sustainability
	Economic sustainability is the ability of a listed entityto continue operating at an effective economic levelover the long term. A range of factors can influencethe level of OpenDNA's sustainability.
	Funding Risk: - The economic success of theCompany is dependent on the Companybeing able to raise sufficient funds either

Principles and Recommendations	Company's Policies	Degree ofcompliance
	through debt or equity in order to developand commercialise its technology. TheBoard assesses funding on an ongoing basisand ensures the Company is adequatelyfunded. Funding initiatives are consideredby the Board and decisions are made basedon the circumstances facing the Company.
	Developing Intellectual Property – thecompany has a track record of developingconceptual proprietary knowledge,continued development is an important partof the economic sustainability of theCompany.
	Maintaining ownership of existingIntellectual Property – the company hasrights to exploit certain proprietary andnon-proprietary intellectual property whichit maintains by commercial and legalarrangements.
	Developing additional technology
	Achieving sufficient sales revenue
	Environmental sustainability
	Environmental sustainability is the ability of a listedentity to continue operating in a manner that doesnot compromise the health of the ecosystems inwhich it operates over the long term. At this timeOpenDNA has no active operations and therefore noimpact from operations on the environment.
	Social sustainability
	Social sustainability is the ability of a listed entity tocontinue operating in a manner that meets acceptedsocial norms and needs over the long term.Considerations include:
	Alleged bribery and corruption – thecompany operates with a culture of zeroacceptance of corruption and inappropriatebehaviour and activities.
	OH&S compliance – the company's currentoperations do not involve considerableexposure to OH&S risks, however it haspolicies in place which will continue to bedeveloped as the company moves intodevelopment and operations of its projects.

Principles and Recommendations	Company's Policies	Degree ofcompliance
Principle 8 – Remunerate fairly and responsibly
8.1The board of a listed entity should:(a) have a remuneration committeewhich:(1) has at least three members, amajority of whom are independentdirectors; and(2) is chaired by an independentdirector,and disclose:(3) the charter of the committee;(4) the members of the committee;and(5) as at the end of each reportingperiod, the number of times thecommittee met throughout theperiodandtheindividualattendances of the members atthose meetings; or(b) if it does not have a remunerationcommittee, disclose that fact and theprocesses it employs for setting the leveland composition of remuneration fordirectors and senior executives andensuring that such remuneration isappropriate and not excessive.	(a) The Board has not established a separateRemuneration Committee, and has not adopted adedicated Remuneration Committee Charter.(b) The full Board will meet to consider both the leveland structure of remuneration and incentive policiesfor the Executive Directors and key executives withintheCompanyanddecideontheCompany'sremuneration policies.The affected Director or Executive will not participatein the decision-making process.	Does not comply
8.2The Company should separately discloseits policies and practices regarding theremuneration of non-executive directorsand the remuneration of executivedirectors and other senior executives.	The Company has separate policies relating to theremuneration of Non-Executive Directors and that ofExecutive Directors and senior executives.This information will be detailed in the RemunerationReport, which forms part of the Directors' Report inthe Company's Annual Reports.	Complies
8.3A listed entity which has an equitybased remuneration scheme should:(a) have a policy on whetherparticipants are permitted to enter intotransactions (whether through the useof derivatives or otherwise) which limitthe economic risk of participating in thescheme; and	(a) The Company's Securities Trading Policy prohibitsthe hedging of risk of fluctuation of the value of theCompany's unvested securities.(b) The Securities Trading Policy is available on theCompany's website www.opendna.ai.The Company's Securities Trading Policy applies to allDirectors, Officers and Employees and sets out the	Complies

Principles and Recommendations	Company's Policies	Degree ofcompliance
(b) disclose that policy or a summary ofit.	prohibition against insider trading and prescribescertain requirements for dealing in the Company'ssecurities.