SIMBLE SOLUTIONS LIMITED — Governance Information 2020

Mar 30, 2020

Corporate Governance Statement 2019

The Directors and management of Simble Solutions Limited (Simble or the Company) are committed to conducting the business of Simble in an ethical manner and in accordance with the highest standards of corporate governance. The Company has adopted and substantially complies with the ASX Corporate Governance Principles and Recommendations (Third Edition) (the Recommendations) to the extent appropriate to the size and nature of the Company's operations.

The Company has prepared this statement which sets out its corporate governance practices during the financial year ending on 31 December 2019. This statement identifies any Recommendations that have not been followed and provides reasons for not following such Recommendations. This statement is current as at 31 March 2020 and has been approved by the Board of Simble.

In accordance with ASX Listing Rules 4.10.3 and 4.7.4, this Corporate Governance Statement will be available on the Company's website (https://simblegroup.com/investors/governance) (the Website), and will be lodged together with an Appendix 4G with ASX at the same time that the Company's 2019 Annual Report is lodged with ASX. The Appendix 4G will particularise each Recommendation that needs to be reported against by the Company and will provide shareholders with information as to where relevant governance disclosures can be found.

The Company's corporate governance policies, charters and policies are all available under the Corporate Governance section of the Company's Website.

PRINCIPAL 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

	Corporate Governance CouncilRecommendation	Compliance	Disclosure
1.1	A listed entity should disclose;(a)the respective roles and responsibilities of itsboard and management; and(b)those matters expressly reserved to the boardand those delegated to management.	Complying	The role of the Board and delegation to Management is formalised in theBoard Charter.The Board is responsible for the overall operation and stewardship of theCompany and, in particular, for the long-term growth and profitability of theCompany, the strategies, policies and financial objectives of the Company,and for monitoring the implementation of those policies, strategies andfinancial objectives.The role of Management is to support the Chief Executive Officer(orequivalent) and implement the running of the general operations andfinancial business of the Company, in accordance with the delegatedauthority of the Board.

			The Board Charter additionally sets out the role and responsibility of theChairman and outlines the Board's policy on when and how Directors mayseek independent professional advice at the expense of the Company.The Board has delegated to the Chief Executive Officerthe authority andpower to manage Simble and its businesses within levels of authorityspecified by the Board from time to time. The Chief Executive Officermaysub-delegate aspects of his authority and power but remains accountable tothe Board for Simble's performance and is required to report regularly to theBoard on the progress being made by Simble's business units.
			Appointment of the Chairman of the Board as well as appointing, and wherenecessary replacing, the Chief Executive Officerare matters which areexpressly reserved to the Board.
			In accordance with the Board Charter, the Board will review the BoardCharteras and when required, and in doing so will continually review thedivision of functions between the Board and management to ensure that itcontinues to be appropriate to the needs of the Company.
			A copy of the Board Charter is available on thegovernancesection of the(https://simblegroup.com/investors/governance).Company website
1.2	A listed entity should;(a)undertake appropriate checks before appointinga person, or putting forward to security holders acandidate for election, as a director; and	Complying	The Board has established and operates a Remuneration and NominationCommittee. The Remuneration and Nomination Committee's functions andpowers are formalised in a Remuneration and Nomination CommitteeCharter, a copy of which is available on the Website.
	(b)provide security holders with all materialinformation in its possession relevant to adecision on whether or not to elect or re-elect adirector.		The nomination-related function of the Remuneration and NominationCommittee is to, where required:identify suitable candidates with appropriate skills, experience, expertiseand diversity to complement the existing Board, in order for the Board

to discharge its mandate effectively and to maintain the necessary mixof expertise on the Board; and
undertake appropriate checks on a candidate and seek confirmation
from the candidate that he/she will have sufficient time to fulfil his or her
responsibilities as a director; and
subject to the results of such checks and confirmations, makerecommendations to the Board on their appointment.
Where appropriate, external consultants may be engaged to assist in
searching for candidates and undertaking relevant checks.
The Charter specifies that the Company willprovide information to
shareholders about Directors seeking re-election at a general meeting to
enable them to make an informed decision on whether or not to re-elect the
Director, including their relevant qualifications and experience and the skills
they bring to the Board; details of any other listed directorships held by the
Director in the preceding 3 years; the term of office already served by the
Director; whether the Director is considered to be independent; and a
recommendation by the Board in respect of the re-election of the Director.
The Company will, in the case of a candidate standing for election as a
Director for the first time, provide information to shareholders about the
candidate to enable them to make an informed decision on whether or not
to elect the candidate, including material adverse information revealed by
any checks the Remuneration and Nomination Committee has performed on
the candidate; details of any interest, position, association or relationship
that might influence, or reasonably be perceived to influence, in a material
respect the candidate's capacity to exercise independent judgement onBoard matters or to act in the best interests of the Company and its
shareholders generally; the Board's view on whether the candidate will be
considered to be an independent Director; and a recommendation by the
Board in respect of the election of the candidate.

1.3	A listed entity should have a written agreement witheach Director and senior executive setting out theterms of their appointment.	Complying	All Directors and senior executives have entered into written agreements withthe Company.Specifically, each Non-Executive Director has been given a letter ofappointment which outlines terms including the Director's duties, obligations,remuneration, expected time commitments and notification of the Company'spolicies. Similarly, senior executives have a formal job description andservices agreement or employment agreement with the Company describingtheir term of office, duties, rights and responsibilities, and entitlements ontermination.
1.4	The Company Secretary of a listed entity should beaccountable directly to the Board, through the Chair,on all matters to do withthe proper functioning of theBoard.	Complying	The Company Secretary is responsible for the day to day operations of thecompany secretary's office, including the administration of Board andcommittee meetings, overseeing Simble's relationship with its share registrarand lodgements with the ASX and other regulators. The Company Secretaryis also responsible for communications with the ASX about listing rule matters,including making disclosures to the ASX in accordance with Simble'sContinuous Disclosure Policy. The Company Secretary supports theeffectiveness of the Board by monitoring compliance with Board policies andprocedures and coordinating the completion and dispatch of Board agendasand briefing papers.The Company Secretary is accountable to the Board, and all Directors haveaccess to the Company Secretary.The decision to appoint or remove the Company Secretary is made orapproved by the Board.
1.5	A listed entity should;(a)haveadiversitypolicywhichincludesrequirements for the board or a relevant	Non-Complying	The Board has not adopted a formal diversity policy. However, the BoardCharter provides that the Board should comprise people with a mix of skillsand diversity of backgrounds to enable the Board to discharge its dutieseffectively. It is the Board's intention to continue to consider matters of

	committee of the board to set measurableobjectives for achieving gender diversity and toassess annually both the objectives and theentity's progress in achieving them;	diversity in the course of its recruitment and retention on the basis of merit.Although this is a departure from recommendation 1.5, the Board considers itappropriate given the current size of the Company. The Board does notbelieve this departure will be detrimental to Simble or its Shareholders.
(b)	disclose that policy or a summary of it;and	Whilst the Company has not set formal measurable objectives for achievinggender diversity, the Company is nonetheless committed to recruiting
(c)	disclose as at the end of each reporting periodthe measurable objectives for achieving genderdiversity set by the board or a relevant committeeof the board in accordance with the entity'sdiversity policy and its progress towardsachieving them, and either;	employees from a diverse pool of qualified candidates.As at 31 March2020, the Company and its subsidiary had9 employees, ofwhich 1 isfemale, with nil holding a senior executive role.The Board is composed of 100% males.
	1.The respective proportions of men andwomen onthe board, in senior executivepositions and across the whole organisation(including how the entity has defined "seniorexecutive" for these purposes), or;	The Company is not a relevant employer under the Workplace GenderEquality Act.
	2.If the entity is a "relevant employer" underthe Workplace Gender Equality Act, theentity's mostrecent "Gender EqualityIndicators", as defined in and publishedunder the Act.

1.6	A listed entity should;(a)have and disclose a process for periodicallyevaluating the performance of the board, itscommittees and individual directors; and(b)disclose, in relation to each reporting period,whetheraperformanceevaluationwasundertaken in the reporting period in accordancewith that process.	Complying	The Directors undertake an annual process to review the performance andeffectiveness of the Board and individual directors. The Company Secretarywill oversee this process. The review will assess, amongst other things:the effectiveness of the Board in meeting the requirements of its Charter;whether the Board's current members have the appropriate mix of skillsand experience to continue to properly perform their functions;the contribution made by each Director at meetings and in carrying outtheir responsibilities as Directors generally, including preparing formeetings; andwhether adequate time is being allocated to Company matters, taking intoaccount each Director's other commitments.As part of the review, each Director will be requested to complete, on aconfidential basis, a self-appraisal questionnaire, and the Company Secretarywill collate the results and present them to the Board for discussion. TheChairman will then lead a discussion of the questionnaire results with theBoard as a whole andprovide feedback to individual Directors as necessary.A self-appraisal and evaluation of the Company's directors was undertaken inrespect of the reporting period.
1.7	A listed entity should;(a)have and disclose a process for periodicallyevaluating the performance of its seniorexecutives; and(b)disclose, in relation to each reporting period,whetheraperformanceevaluationwasundertaken in the reporting period in accordancewith that process.	Complying	The Board Charter provides for a process ofensuring that the performance ofsenior executives of the Company isreviewed at least annually.The Board intends to evaluate the performance of senior executives anddisclose ineach reporting period whether an evaluation was undertaken.An evaluation was undertaken for the relevant period.

PRINCIPLE 2: STRUCTURE THE BOARD 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 majorityof whom are independent directors;	Complying	The Board has established the Remuneration and Nomination Committeewhich comprises Philip Tye (Committee Chairman), Fadi Geha and BenLoiterton. The majority ofthe Committee are independent Directors, includingthe Committee Chairman.
	and2.is chaired by an independent director,and disclose:		The Remuneration and Nomination Committee'sfunctions and powers areformalised in a Charter, a copy of which is available on the Website.
	3.the charter of the committee;4.the members of the committee; and5.as at the end of each reporting period,the number of times the committeemet throughout the period and theindividual attendances of the membersat those meetings; or		The nomination-related function of the Remuneration and NominationCommittee is, in summary, to review and make recommendations in relation tothe composition and performance of the Board and its committees andensuring that adequate succession plans are in place (including for therecruitment and appointment of Directors and senior management).
	(b) if it does not have a nomination committee,disclose that fact and the processes it employs toaddress board succession issues and to ensurethat the board has the appropriate balance of skills,knowledge,experience,independenceanddiversity to enable it to discharge itsduties andresponsibilities effectively.		The Remuneration and Nomination Committee will meet as often as is requiredby the Remuneration and Nomination Committee Charter or other policyapproved by the Board to govern the operation of the Remuneration andNomination Committee. Following each meeting, the Remuneration andNomination Committee will report to the Board on any matter that should bebrought to the Board's attention and on any recommendation of theRemuneration and Nomination Committee that requires Board approval.
			The Company discloses in its annual reports the number of times theRemuneration and Nomination Committee meets throughout each financialyear and the individual attendances of the members at those meetings.
			The relevant qualifications and experience of the Remuneration andNomination Committee members are disclosed in the Company's 2019Annual Report.

2.2	A listed entity should have and disclose a boardskills matrix setting out the mix of skills anddiversity that the board currently has or is lookingto achieve in its membership.	Complying	The Board aims to be composed of Directors whohave, at all times, theappropriate mix of skills, experience, expertise and diversity relevant toSimble's businesses and the Board's responsibilities. This objective isenumerated in the Board Charter. The Board regularly evaluates the mix ofskills, experience and diversity at the Board level, to ensure that ongoing needsin relation to supervising the Company and its operations are being met, andto take into account any changes in the Company's circumstances andstrategic priorities.Whilst the Company does not disclose its board skills matrix setting out the mixof skills of the Directors, it has assessed each Director's skill level against the
			following key skills set out in the matrix which the Board considered to bedesired by the Board of Simble:
			•Board experience
			•Executive leadership and management experience
			•Accounting and financial reporting
			•Corporate Governance and Compliance
			•Legal
			•Energy Sector experience
			•Health Safety and Environment
			•Strategy development
			•People and culture
			•Diversity management
			•Finance
			•Risk Management and Capital Management
			•Intellectual property
			•Information technology

			•Digital Commerce and Disruptive technologies•Sales, branding and marketing•Media and telecommunicationsThe Board considers that it currently has an appropriate mix of skills anddiversity and provides in the Company's 2019 Annual Report information aboutthe skills, experience and expertise of each Director.
2.3	A listed entity should disclose;(a)the names of the directors considered by theboard to be independent directors;(b)if a director has an interest, position,association or relationship of the typedescribed in Box 2.3 but the board is of theopinion that it does not compromise theindependence of the director, the nature of theinterest, position, association or relationship inquestion and an explanation of why the boardis of that opinion; and(c)the length of service of each director.	Complying	The Board comprises the following Directors:•Philip Tye -an Independent Non-Executive Director and Chairman of theBoard (appointed 8 December 2017).Length of service: 2year 3 months.•Ben Loiterton–an Independent Non-Executive Director (appointed 24 July2019).Length of Service: 5 months.•Fadi Geha –an Executive Director(appointed 1 September 2016).Lengthof service: 3years 6 months.
2.4	A majority of the Board should be independentdirectors.	Complying	The Board currently has a majority of Independent Directors.
2.5	The Chair of the Board of a listed entity should bean independent director and, in particular, shouldnot be the same person as the CEO of the entity.	Complying	The Chairmanof the Boardis Philip Tye,is an Independent Non-ExecutiveDirector.

2.6	A listed entity should have a program for inductingnew directors and provide appropriate professionaldevelopment opportunities for directors to developand maintain the skills and knowledge needed toperform their role as directors effectively.	Non-Complying	The Board does not currently have a formal induction program for newDirectors and does not have a formal professional development program forexisting Directors.The Board does not currently have any plans to appoint any additionalDirectors and does not believe,given the size of the Company,that this
			departure will be detrimental to Simble or its Shareholders.

PRINCIPLE 3: ACT ETHICALLY AND 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 of it.	Complying	The Board is committed to observing the highest standards of corporatepractice and business conduct. Accordingly, the Board has adopted a Code ofConduct, a copy of which is available on the Website, and which sets out theway in which Simbleseeks to conduct business, namely in an honest and fairmanner, acting only in ways that reflect well on Simblein strict compliance withall laws and regulations.
			The Code of Conduct articulates acceptable practices for directors, seniorexecutives and employees, toguide their behaviour and to demonstrate thecommitment of the Company to ethical practices. The Company also seeks toensure that advisers, consultants and contractors are aware of the Company'sexpectations as set out in its Code of Conduct.
			Responsibilities of Simble's personnel under the Code of Conduct includeprotection of Simble's business, using Simble's resources in an appropriatemanner, protecting confidential information and avoiding conflicts of interest.

PRINCIPAL 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 whomare non-executive directors and a majorityof whom are independent directors; and2.is chaired by an independent director, whois not chair of the board,and disclose	Complying	The Board has an Audit and Risk Management Committee. comprises BenLoiterton (Committee Chairman), Fadi Geha and Philip Tye.The audit-related role of the Audit and Risk Management Committee is tooversee Simble's financial reporting and its external audit functions.This includes confirming the quality and reliability of the financialinformation prepared by Simble, working with the external auditor on behalfof the Board and reviewing non-audit services provided by the externalauditor, to confirm that they are consistent with maintaining external auditindependence.
	3.the charter of the committee;4.the relevant qualifications and experienceof the members of the committee; andin relation to each reporting period thenumber of times the committee metthrough the period and the individualattendances of the members at thosemeetings; or(b)if it doesnot have an audit committee, disclosethat fact and the processes it employs thatindependently verify and safeguard theintegrity of its corporate reporting, including theprocesses for the appointment and removal ofthe external auditor and the rotationof the auditengagement partner.		All Audit and Risk Management Committee members, including theChairman of the Committee. The Committee Chairman is not the Chairmanof the Board.The Audit and Risk Management Committee's functions and powers areformalised in a Charter, a copy of which is available on the Website.The Audit and Risk Management Committee will meet as often as isrequired by the Audit and Risk Management Committee Charter or otherpolicy approved by the Board to govern the operations of the Audit andRisk Management Committee.The Chairman of the Committee may invite other Directors, members ofsenior management and representatives of the external auditor to bepresent at meetings of the committee and seek advice from externaladvisers. The Audit and RiskManagement Committee will regularly reportto the Board about committee activities, issues and relatedrecommendations.

			The Company discloses in its annual reports the number of times the Auditand Risk Committee meets throughout each financial year and theindividual attendances of the members at those meetings.The relevant qualifications and experience of the Audit and RiskManagement Committee members are disclosed in the Company's 2019Annual Report.
4.2	The board of a listed entity should, before itapproves the entity's financial statements for afinancial period, receive from its CEO and CFO adeclaration that, in their opinion, the financialrecords of the entity have been properly maintainedand that the financial statements comply with theappropriate accounting standards and give a trueand fair view of the financial position andperformance of the entity and that the opinion hasbeen formed on the basis of a sound system of riskmanagement and internal control which isoperating effectively.	Complying	The Directors are committed to the preparation of financial statements thatpresent a balanced and clear assessment of the Company's financialposition and prospects.The Board reviews the Company's half yearly and annual financialstatements.The Board has a process to receive written assurances from the ChiefExecutive Officerand the Chef Financial Officerthat the Company'sfinancial reports present a true and fair view, in all material respects, of theCompany's financial condition and operational results, and are inaccordance with relevant accounting standards, and that the opinion hasbeen formed on the basis of a sound system of risk management andinternal control which is operating effectively.The Board does and will continue to seek these assurances prior toapproving the financial statements for all half year and full year results.
4.3	A listed entity that has an AGM should ensure thatits external auditor attends its AGM and is availableto answer questions from security holders relevantto the audit.	Complying	In accordance with the Company's Communications Policy, a copy ofwhich is available on the Website, shareholders are encouraged to attendthe Company's Annual General Meeting, which the Company's auditorswill be requested to attend.Shareholders will be given an opportunity to ask questions of theCompany's auditors regarding the conduct of the audit and preparationand content of the auditor's report.

PRINCIPLE 5: MAKE TIMELY AND BALANCE DISCLOSURE

5.1	A listed entity should;(a)have a written policy for complying with itscontinuous disclosure obligations under theListing Rules; and(b)disclose that policy or a summary of it.	Complying	The Board has adopted a Communications Policy which has establishedprocedures designed to ensure compliance with ASX Listing Ruledisclosure requirements and to ensure accountability at a seniormanagement level for that compliance. The focus of these procedures ison continuous disclosure of any information concerning the Company thata reasonable person would expect to have a material effect on the price ofthe Company's securities and improving access to information for allinvestors.
			The purpose of the procedures for identifying information for disclosure isto ensure timely and accurate information is provided equally to allshareholders and market participants.
			The Company Secretary is responsible for all communications with theASX. All Company announcements are vetted and authorised by the Boardand senior management to ensure they are made in a timely manner, arefactual, do not omit material information and are expressed in a clear andobjective manner that allows investors to assess the impactof theinformation when making investment decisions.
			A copy of the Policy is available on the Website.

PRINCIPLE 6: RESPECT THE RIGHTS OF SECURITY HOLDERS

6.1	A listed entity should provide information aboutitself and its governance to investors via itswebsite.	Complying	The 'Investor' section of Simble's Website is the primary medium ofproviding information to all shareholders and stakeholders. It has beendesigned to enable information to be accessed in a clear and readilyaccessible manner.
			The Investor section of the Website contains information relevant toshareholders and stakeholders including:
			all relevant announcements made to the market, including annual andhalf yearly reports;
			shareholder updates;
			information provided to analysts or media during briefings;and
			the full text of notices of meeting and explanatory material
			All corporate governance policies and charters adopted by the Board areavailable on the Website.
6.2	A listed entity should design and implement aninvestor relations program to facilitate effectivetwo-way communication with investors.	Complying	The Board is committed to facilitating effective two-way communicationwith its shareholders, investors andstakeholders, and has adopted aCommunications Policy to define and support this commitment. A copy ofthe Policy is available on the Website.
			The Policy sets out the Company's investor relations approach, namely bycommunicating with its shareholders and investors by posting informationon the Website, and by encouraging attendance and participation ofshareholders at general meetings.

6.3	A listed entity should disclose the policies andprocesses it has in place to facilitate andencourage participation at meetings of securityholders	Complying	Shareholders are encouraged to attend the Company's general meetingsand notice of such meetings will be given in accordance with theCompany's Constitution, the Corporations Act, and the ASX Listing Rules.
			The Company's annual general meeting in particular is an opportunity forshareholders to receive updates from the Chief Executive OfficerandChairman on Company performance, ask questions of the Board and voteon the various resolutions affecting the Company's business.Shareholders are also given an opportunity at annual general meetings toask questions of the Company's auditors regarding the conduct of the auditand preparation and content of the auditor's report.
			The date, time and location of the Company's general meetings will beprovided in thenotices of meetings, and on the Website. Whilstshareholders are encouraged to attend meetings in person, in the eventthat they are unable to do so, they are encouraged to participate in themeeting by appointing a proxy, attorney or representative to vote on theirbehalf.
6.4	A listed entity should give security holders theoption to receive communications from, and sendcommunications to, the entity and is securityregister electronically.	Complying	Investors are able to communicate with the Company electronically byemailing the Company Secretary. Investors are also able to communicatewith the Company's registry electronically by emailing the registry or viathe registry's website -https://www.boardroomlimited.com.au.
			Simble encourages its shareholders to receive company informationelectronically by registering their email addresses online with Simble'sshare registry.

PRINCIPAL 7: RECOGNISE AND MANAGE RISK

7.1	The board of a listed entity should:	Complying	The Audit and Risk Committee comprises Philip Tye,Ben Loiterton(Committee Chairman), and Fadi Geha.
	(a) have a committee or committees to overseerisk, each of which:1.has at least three members, a majorityof whom are independent directors;and2.is chaired by an independent director,and disclose:		The risk-related role of the Audit and Risk Committee is outlined in its Charter.It includes oversight of Simble's internal control structure and riskmanagement systems, provision of advice to the Board and reporting on thestatus and management of the risks to Simble. The purpose of theCommittee's risk management process is to assist the Board in relation to riskmanagement policies, procedures and systems and ensure thatrisks areidentified, assessed and appropriately managed.
	3.the charter of the committee;4.the members of the committee; and		The Audit and Risk Committee is Chaired by Mr Loiterton who is anindependent Director and a majority of the Committee Directors areIndependent Directors.
	5.as at the end of each reporting period,the number of times the committeemet throughout the period and theindividual attendances of the membersat those meetings; or(b) if it does not have a risk committee orcommittees that satisfy (a) above, disclose that factand the processes it employs for overseeing theentity's risk management framework.		The Audit and Risk Committee's functions and powers are formalised in aCharter, a copy of which is available on the Website.The Audit and Risk Committee will meet as often as is required by the Auditand Risk Committee Charter or other policy approved by the Board to governthe operations ofthe Audit and Risk t Committee.The Company discloses in its annual reports the number of times the Auditand Risk Management Committee meets throughout each financial year andthe individual attendances of the members at those meetings.
			The relevant qualifications and experience of the Audit and Risk ManagementCommittee members are disclosed in the Company's 2019 Annual Report.

7.2	The board or a committee of the board should;	Non-Complying

	(a)review the entity's risk management frameworkat least annually to satisfy itself that itcontinues to be sound; and(b)disclose, in relation to each reporting periodwhether such a review has taken place.		The Audit and Risk Committee is charged with reviewing the Company's riskmanagement framework.No review was undertaken during the period. Given the current size of theCompany, risk management is a regular focus of Directors. The Companydoes not believe that this departure from recommendation 7.2 is to thedetriment of the Company.
7.3	A listed entity should disclose;(a)if it has an internal audit function, how thefunction 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 forevaluating and continually improving theeffectiveness of its risk management andinternal control processes.	Complying	The Company does not at this time, have an internal audit function.The Audit and Risk Management Committee has responsibility to ensure thatthe Company has appropriate internal audit systems and controls in place,and for overseeing the effectiveness of these internal controls. The Audit andRisk Management Committee is also responsible for conductinginvestigations of breaches or potential breaches of these internal controls.The Company's external auditors also provide recommendations to the Auditand Risk Management Committee where internal control weaknesses havebeen identified.The Audit and Risk Management Committee is responsible for overseeingthe implementation of recommendations to improve internal controlweaknesses made by the Company's auditors, as well as to generallyoversee reviews and improvements to risk management and internal controlprocesses.
7.4	A listed entity should disclose whether it has anymaterial exposure to economic, environmental andsocial sustainability risks and if it does, how itmanages or intends to manage those risks	Complying	The Company has economic, environmental and social sustainabilityexposures typical for a SaaS company. The Board considers sustainable andresponsible business practices as an important long-term driver ofperformance and shareholder value and is committed to transparency, fairdealing, responsible treatment of employees and stakeholders and positiveinteraction with the community.

PRINCIPAL 8: REMUNERATE FAIRLY AND RESPONSIBLY

8.1	The board of a listed entity should;	Complying	The Remuneration and Nomination Committee comprises Ben Loiterton
	(a)Have a remuneration committee which;		Philip Tye(Committee Chairman), and Fadi Geha.
	1.Has at least three members, a majority ofwhom are independent directors; and		The Remuneration and Nomination Committee'sfunctions and powers areformalised in a Charter, a copy of which is available on the Website.
	2.Is chaired by an independent director, anddisclose		A majority of members of the Remuneration and Nomination Committeeare Non-Executive Directors, including the Chairman of the Committee.
	3.The charter of the committee;		The remuneration-related role of the Remuneration and Nomination
	4.The members of the committee and		Committee is to review and make recommendations to the Board onremuneration packages and policies relating to the Directors, Managing
	5.As at the end of each reporting period, thenumber of times the committee metthroughout the period and the individualattendances of the members at those		Director and other senior executives and to ensure that the remunerationpolicies and practices are consistent with its strategic goals and humanresources objectives.
	meetings;or(b)If it does not have a remuneration committee,		The Committee is also responsible for administering short term and longterm incentive plans (including any equity plans).
	disclose that fact and the processes it employsfor setting the level and composition ofremunerationfordirectorsandseniorexecutivesandensuringthatsuchremuneration is appropriate and not excessive.		The Remuneration and Nomination Committee will meet as often as isrequired by the Remuneration and Nomination Committee Charter or otherpolicy approved by the Board to govern the operation of the Remunerationand Nomination Committee.
			Following each meeting, the Remuneration and Nomination Committee willreport to the Board on any matter that should be brought to the Board'sattention and on any recommendation of the Remuneration andNomination Committee that requires Board approval.
			The Company discloses in its annual reports the number of times theRemuneration and Nomination Committee meets throughout each

			financial year and the individual attendances of the members at thosemeetings.The relevant qualifications and experience of the Remuneration andNomination Committee members are disclosed in the Company's 2019Annual Report.
8.2	A listed entity should separately disclose its policiesand practices regarding the remuneration of nonexecutive directors and the remuneration ofexecutive directors and other senior executives.	Complying	The policies and practices regarding the remuneration on Non-ExecutiveDirectors and the remuneration of senior executives and ExecutiveDirectors has been separately disclosed in the RemunerationPolicy whichis available on the Company's Website.
8.3	A listed entity which has an equity-basedremuneration scheme should;(a)have a policy on whether participants arepermitted to enter into transactions whetherthrough the use of derivatives or otherwisewhich limit the economic risk ofparticipating inthe scheme; and(b)disclose that policy or a summary of it	Complying	Simble has adopted anIncentive Options and Performance Rights Plan(the Plan) to assist in the motivation, retention and reward of seniorexecutives. The Planis designed to align the interests of senior executivesmore closely with the interests of shareholdersby providing an opportunityfor senior executives to receive an equity interest in Simble through thegranting of securities, the vesting of which is subject to satisfaction ofcertain performance or time-based conditions. A summary of the Planwasprovided to the ASX on 20 February 2018.Participants in the Planare not permitted to hedge or otherwise limit theeconomic risk of participating in the Plan.In addition, the Company has adopted a Securities Trading Policy whichprohibits Directors and seniorexecutives and other key managementpersonnel and their closely related parties from entering into anyarrangement that would have the effect of, directly or indirectly, grantingany form of security (whether by way of charge, mortgage, pledge orotherwise) over any Simble securities which are unvested or subject to aholding lock, to secure any obligation or enter into any margin lendingarrangement involving the Company's securities.

	A copy of the Company's Securities Trading Policy is available on theWebsite.
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