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STAR COMBO PHARMA LIMITED Governance Information 2021

Oct 21, 2021

65746_rns_2021-10-21_494b0c23-58aa-4d79-beca-b077fbda006a.pdf

Governance Information

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Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity:
ABN / ARBN:
Financial year ended:
Star Combo Pharma Limited 38 615 728 375 30 June 2021

Our corporate governance statement[2] for the above period above can be found at:[3]

☐ These pages of our annual report:

The Corporate Governance Statement is accurate and up to date as at 30 September 2021and has been approved by the board.

This URL on our website: http://investors.starcombo.com.au/Investors/ x

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

==> picture [91 x 61] intentionally omitted <==

Print name: Patrick Raper, Company Secretary Date: 22 October 2021

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.

Page 1

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed …
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed …
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should disclose:
(a)
the respective roles and responsibilities of its board and
management; and
(b)
those matters expressly reserved to the board and those
delegated to management.
the fact that we follow this recommendation:
☐in our Corporate Governance Statement
OR
☒at this location:
http://investors.starcombo.com.au/Investors/
and information about the respective roles and responsibilities of our
board and management (including those matters expressly reserved
to the board and those delegated to management):

at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
Statement
OR

we are an externally managed entity and this recommendation
is therefore not applicable
1.2 A listed entity should:
(a)
undertake appropriate checks before appointing a person, or
putting forward to security holders a candidate for election,
as a director; and
(b)
provide security holders with all material information in its
possession relevant to a decision on whether or not to elect
or re-elect a director.
the fact that we follow this recommendation:
☐in our Corporate Governance Statement
OR
☒at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
Statement
OR

we are an externally managed entity and this recommendation
is therefore not applicable
1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
the fact that we follow this recommendation:
☐in our Corporate Governance Statement
OR
☒at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
Statement
OR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 2

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed …
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed …
1.4 The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with the
proper functioning of the board.
the fact that we follow this recommendation:
☐in our Corporate Governance Statement
OR
☒at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
Statement
OR

we are an externally managed entity and this recommendation
is therefore not applicable
1.5 A listed entity should:
(a)
have a diversity policy which includes requirements for the
board or a relevant committee of the board to set
measurable objectives for achieving gender diversity and to
assess annually both the objectives and the entity’s progress
in achieving them;
(b)
disclose that policy or a summary of it; and
(c)
disclose as at the end of each reporting period the
measurable objectives for achieving gender diversity set by
the board or a relevant committee of the board in accordance
with the entity’s diversity policy and its progress towards
achieving them and either:
(1) the respective proportions of men and women on the
board, in senior executive positions and across the
whole organisation (including how the entity has defined
“senior executive” for these purposes); or
(2) if the entity is a “relevant employer” under the Workplace
Gender Equality Act, the entity’s most recent “Gender
Equality Indicators”, as defined in and published under
that Act.
the fact that we have a diversity policy that complies with
paragraph (a):
☐in our Corporate Governance Statement
OR
☒at this location:
http://investors.starcombo.com.au/Investors/
and a copy of our diversity policy or a summary of it:

at this location
http://investors.starcombo.com.au/Investors/
the measurable objectives for achieving gender diversity set by the
board or a relevant committee of the board in accordance with our
diversity policy and our progress towards achieving them:
☐in our Corporate Governance Statement
OR
☒at this location:
http://investors.starcombo.com.au/Investors/
and the information referred to in paragraphs (c)(1) or (2):
☒in our Corporate Governance Statement
OR

an explanation why that is so in our Corporate Governance
Statement
OR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 3

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed …
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed …
1.6 A listed entity should:
(a)
have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b)
disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting
period in accordance with that process.
the evaluation process referred to in paragraph (a):
☐in our Corporate Governance Statement
OR
☒at this location:
http://investors.starcombo.com.au/Investors/
and the information referred to in paragraph (b):
☒in our Corporate Governance Statement
OR
☐at this location:
http://investors.starcombo.com.au/Investors/
☐an explanation why that is so in our Corporate Governance
Statement
OR

we are an externally managed entity and this recommendation
is therefore not applicable
1.7 A listed entity should:
(a)
have and disclose a process for periodically evaluating the
performance of its senior executives; and
(b)
disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting
period in accordance with that process.
the evaluation process referred to in paragraph (a):
☒in our Corporate Governance Statement
OR
☐at this location:
http://investors.starcombo.com.au/Investors/
and the information referred to in paragraph (b):
☒in our Corporate Governance Statement
OR
☐at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
Statement
OR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 4

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed …
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed …
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 majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b)
if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.
[If the entity complies with paragraph (a):]
the fact that we have a nomination committee that complies with
paragraphs (1) and (2):
☐in our Corporate Governance Statement
OR

at this location:
http://investors.starcombo.com.au/Investors/
and a copy of the charter of the committee:
☐at this location:
http://investors.starcombo.com.au/Investors/
and the information referred to in paragraphs (4) and (5):
☐in our Corporate Governance Statement
OR
☒at this location:
http://investors.starcombo.com.au/Investors/
[If the entity complies with paragraph (b):]
the fact that we do not have a nomination committee and the
processes we employ to address board succession issues and to
ensure that the board has the appropriate balance of skills,
knowledge, experience, independence and diversity to enable it to
discharge its duties and responsibilities effectively:
☐in our Corporate Governance Statement
OR
☐at this location:
[insert location here]

an explanation why that is so in our Corporate Governance
Statement
OR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 5

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed …
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed …
2.2 A listed entity should have and disclose a board skills matrix
setting out the mix of skills and diversity that the board currently
has or is looking to achieve in its membership.
our board skills matrix:
☒in our Corporate Governance Statement
OR
☒at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
Statement
OR

we are an externally managed entity and this recommendation
is therefore not applicable
2.3 A listed entity should disclose:
(a)
the names of the directors considered by the board to be
independent directors;
(b)
if a director has an interest, position, association or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position, association or relationship in question and an
explanation of why the board is of that opinion; and
(c)
the length of service of each director.
the names of the directors considered by the board to be independent
directors:
☒in our Corporate Governance Statement
OR
☐at this location:
http://investors.starcombo.com.au/Investors/
where applicable, the information referred to in paragraph (b):
☐in our Corporate Governance Statement
OR
☒at this location:
http://investors.starcombo.com.au/Investors/
the length of service of each director:
☒in our Corporate Governance Statement
OR
☐at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
Statement
2.4 A majority of the board of a listed entity should be independent
directors.
the fact that we follow this recommendation:
☐in our Corporate Governance Statement
OR
☐at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
Statement
OR

we are an externally managed entity and this recommendation
is therefore not applicable
2.5 The chair of the board of a listed entity should be an independent
director and, in particular, should not be the same person as the
CEO of the entity.
the fact that we follow this recommendation:
☒in our Corporate Governance Statement
OR

an explanation why that is so in our Corporate Governance
Statement
OR

Page 6

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed …
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed …
☐at this location:
http://investors.starcombo.com.au/Investors/

we are an externally managed entity and this recommendation
is therefore not applicable
2.6 A listed entity should have a program for inducting new directors
and provide appropriate professional development opportunities
for directors to develop and maintain the skills and knowledge
needed to perform their role as directors effectively.
the fact that we follow this recommendation:
☒in our Corporate Governance Statement
OR
☐at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
Statement
OR

we are an externally managed entity and this recommendation
is therefore not applicable
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1 A listed entity should:
(a)
have a code of conduct for its directors, senior executives
and employees; and
(b)
disclose that code or a summary of it.
our code of conduct or a summary of it:
☐in our Corporate Governance Statement
OR
☒at this location:
http://investors.starcombo.com.au/Investors/
☐an explanation why that is so in our Corporate Governance
Statement

Page 7

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed …
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed …
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 non-
executive directors and a majority of whom are
independent directors; and
(2) is chaired by an independent director, who is not the
chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of the
members of the committee; and
(5) in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b)
if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify and
safeguard the integrity of its corporate reporting, including
the processes for the appointment and removal of the
external auditor and the rotation of the audit engagement
partner.
[If the entity complies with paragraph (a):]
the fact that we have an audit committee that complies with
paragraphs (1) and (2):
☐in our Corporate Governance Statement
OR
☐at this location:
http://investors.starcombo.com.au/Investors/
and a copy of the charter of the committee:
☐at this location:
http://investors.starcombo.com.au/Investors/
and the information referred to in paragraphs (4) and (5):
☐in our Corporate Governance Statement
OR
☐at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
Statement
[If the entity complies with paragraph (b):]
… the fact that we do not have an audit committee and the processes
we employ that independently verify and safeguard the integrity of our
corporate reporting, including the processes for the appointment and
removal of the external auditor and the rotation of the audit
engagement partner:
☒in our Corporate Governance Statement
OR
☐at this location:
[insert location here]
4.2 The board of a listed entity should, before it approves the entity’s
financial statements for a financial period, receive from its CEO
and CFO a declaration that, in their opinion, the financial records
of the entity have been properly maintained and that the financial
statements comply with the appropriate accounting standards
and give a true and fair view of the financial position and
performance of the entity and that the opinion has been formed
on the basis of a sound system of risk management and internal
control which is operating effectively.
the fact that we follow this recommendation:
☒in our Corporate Governance Statement
OR

at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
Statement
4.3 A listed entity that has an AGM should ensure that its external
auditor attends its AGM and is available to answer questions
from security holders relevant to the audit.
the fact that we follow this recommendation:
☒in our Corporate Governance Statement
OR
☐at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
Statement
OR

we are an externally managed entity that does not hold an
annual general meeting and this recommendation is therefore
not applicable

Page 8

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed …
We have NOT followed the recommendation in full for the whole
of the period 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 continuous
disclosure obligations under the Listing Rules; and
(b)
disclose that policy or a summary of it.
our continuous disclosure compliance policy or a summary of it:
☐in our Corporate Governance Statement
OR
☒at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.
information about us and our governance on our website:
☒at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
Statement
6.2 A listed entity should design and implement an investor relations
program to facilitate effective two-way communication with
investors.
the fact that we follow this recommendation:
☐in our Corporate Governance Statement
OR
☒at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
Statement
6.3 A listed entity should disclose the policies and processes it has in
place to facilitate and encourage participation at meetings of
security holders.
our policies and processes for facilitating and encouraging
participation at meetings of security holders:
☐in our Corporate Governance Statement
OR
☒at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
Statement
OR

we are an externally managed entity that does not hold
periodic meetings of security holders and this recommendation
is therefore not applicable
6.4 A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.
the fact that we follow this recommendation:
☐in our Corporate Governance Statement
OR
☒at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
Statement

Page 9

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed …
We have NOT followed the recommendation in full for the whole
of the period 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, each of
which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b)
if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
[If the entity complies with paragraph (a):]
the fact that we have a committee or committees to oversee risk that
comply with paragraphs (1) and (2):
☐in our Corporate Governance Statement
OR
☐at this location:
http://investors.starcombo.com.au/Investors/
and a copy of the charter of the committee:
☐at this location:
http://investors.starcombo.com.au/Investors/
and the information referred to in paragraphs (4) and (5):
☐in our Corporate Governance Statement
OR
☐at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
Statement
[If the entity complies with paragraph (b):]
… the fact that we do not have a risk committee or committees that
satisfy (a) and the processes we employ for overseeing our risk
management framework:
☒in our Corporate Governance Statement
OR
☐at this location:
[insert location here]
7.2 The board or a committee of the board should:
(a)
review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound; and
(b)
disclose, in relation to each reporting period, whether such
a review has taken place.
the fact that we follow this recommendation:
☒in our Corporate Governance Statement
OR
☐at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
Statement
7.3 A listed entity should disclose:
(a)
if it has an internal audit function, how the function is
structured and what role it performs; or
(b)
if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its risk management and
internal control processes.
[If the entity complies with paragraph (a):]
how our internal audit function is structured and what role it performs:
☒in our Corporate Governance Statement
OR
☐at this location:
[insert location here]
[If the entity complies with paragraph (b):]

an explanation why that is so in our Corporate Governance
Statement

Page 10

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed …
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed …
the fact that we do not have an internal audit function and the
processes we employ for evaluating and continually improving the
effectiveness of our risk management and internal control processes:
☐in our Corporate Governance Statement
OR
☐at this location:
http://investors.starcombo.com.au/Investors/
7.4 A listed entity should disclose whether it has any material
exposure to economic, environmental and social sustainability
risks and, if it does, how it manages or intends to manage those
risks.
whether we have any material exposure to economic, environmental
and social sustainability risks and, if we do, how we manage or intend
to manage those risks:
☒in our Corporate Governance Statement
OR
☐at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
Statement

Page 11

Corporate Governance Council recommendation Corporate Governance Council recommendation We have followed the recommendation in full for the whole of the
period above. We have disclosed …
We have NOT followed the recommendation in full for the whole
of the period above. We have disclosed …
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 are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b)
if it does not have a remuneration committee, disclose that
fact and the processes it employs for setting the level and
composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
[If the entity complies with paragraph (a):]
the fact that we have a remuneration committee that complies with
paragraphs (1) and (2):
☐in our Corporate Governance StatementOR
☐at this location:
http://investors.starcombo.com.au/Investors/
and a copy of the charter of the committee:
☐at this location:
http://investors.starcombo.com.au/Investors/
and the information referred to in paragraphs (4) and (5):
☐in our Corporate Governance StatementOR
☐at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
Statement
OR

we are an externally managed entity and this recommendation is
therefore not applicable
[If the entity complies with paragraph (b):]
… the fact that we do not have a remuneration committee and the
processes we employ for setting the level and composition of
remuneration for directors and senior executives and ensuring that
such remuneration is appropriate and not excessive:
☒in our Corporate Governance Statement
OR
☐at this location:
[insert location here]
8.2 A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.
separately our remuneration policies and practices regarding the
remuneration of non-executive directors and the remuneration of
executive directors and other senior executives:
☒in our Corporate Governance StatementOR
☐at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
Statement
OR

we are an externally managed entity and this recommendation
is therefore not applicable
8.3 A listed entity which has an equity-based remuneration scheme
should:
(a)
have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b)
disclose that policy or a summary of it.
our policy on this issue or a summary of it:
☒in our Corporate Governance StatementOR
☐at this location:
http://investors.starcombo.com.au/Investors/

an explanation why that is so in our Corporate Governance
StatementOR

w e do not have an equity-based remuneration scheme and this
recommendation is therefore not applicableOR

we are an externally managed entity and this recommendation
is therefore not applicable

Page 12

STAR COMBO PHARMA LIMITED

CORPORATE GOVERNANCE STATEMENT – 2021

Principle 1 – Lay Solid Foundations for Managementand Oversight
1.1 A listed entity should disclose:
(a) The respective roles and responsibilities of its board and management; and
(b) Those matters expressly reserved to the board and those delegated to management.
See separate disclosures under Board Charter
See separate disclosures under Board Charter
1.2 A listed entity should:
(a) Undertake appropriate checks before appointing a person, or putting forward to
security holders a candidate for election, as a director; and
(b) Provide security holders with all material information in its possession
relevant to a decision on whether or not to elect or re-elect a director
Appropriate background checks carried out for
Chairman and NEDs.
Relevant information is contained in the Explanatory
Memorandum accompanying each Notice of Meeting
where re-election of Directors is required.
1.3 A listed entity should have a written agreement with each director and senior executive
setting out the terms of their appointment.
Written agreements are in place with all
directors and senior management.
1.4 The company secretary of a listed entity should be accountable directly to the board,
through the chair, on all matters to do with the proper functioning of the board.
As per Board Charter.
1.5 A listed entity should:
(a) Have a diversity policy which includes requirements for the board or a relevant
committee of the board to set measurable objectives for achieving gender diversity
and to assess annually both the objectives and the entity’s progress in achieving them
See Diversity Policy as a separate disclosure on the
Company website

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(b) Disclose that policy or a summary of it; and
(c) Disclose as at the end of each reporting period the measurable objectives for
achieving gender diversity set by the board or a relevant committee of the board in
accordance with the entity’s diversity policy and its progress towards achieving them
and either:
(1) The respective proportions of men and women on the board, in senior
executive positions and across the whole organisation (including how the
entity has defined “senior executive” for these purposes) ; or
(2) If the entity is a “relevant employer” under the Workplace Gender Equality
Act, the entity’s most recent “Gender Equality Indicators”, as defined in and
published under that Act.
The Board has adopted the_Diversity Policy_that is a
statement of commitment to cultural and gender
diversity in the Company and of the benefits derived
from workplace diversity. It is published on the
Company’s
website
at
https://investors.starcombo.com.au/Investors/
The table below monitors the number and proportion
of female personnel in each category and the total
personnel numbers at 30 June 2021.
Establishment, attainment and maintenance of specific
objectives is contingent upon a number of variable and
uncertain factors, in particular the rate of company
growth, the diversification of job roles and the number
and frequency of staff resignations. In a small company,
minor changes in these factors can cause significant
volatilityin theproportion ofgender representation.
The Board has adopted the_Diversity Policy_that is a
statement of commitment to cultural and gender
diversity in the Company and of the benefits derived
from workplace diversity. It is published on the
Company’s
website
at
https://investors.starcombo.com.au/Investors/
The table below monitors the number and proportion
of female personnel in each category and the total
personnel numbers at 30 June 2021.
Establishment, attainment and maintenance of specific
objectives is contingent upon a number of variable and
uncertain factors, in particular the rate of company
growth, the diversification of job roles and the number
and frequency of staff resignations. In a small company,
minor changes in these factors can cause significant
volatilityin theproportion ofgender representation.
The Board has adopted the_Diversity Policy_that is a
statement of commitment to cultural and gender
diversity in the Company and of the benefits derived
from workplace diversity. It is published on the
Company’s
website
at
https://investors.starcombo.com.au/Investors/
The table below monitors the number and proportion
of female personnel in each category and the total
personnel numbers at 30 June 2021.
Establishment, attainment and maintenance of specific
objectives is contingent upon a number of variable and
uncertain factors, in particular the rate of company
growth, the diversification of job roles and the number
and frequency of staff resignations. In a small company,
minor changes in these factors can cause significant
volatilityin theproportion ofgender representation.
The Board has adopted the_Diversity Policy_that is a
statement of commitment to cultural and gender
diversity in the Company and of the benefits derived
from workplace diversity. It is published on the
Company’s
website
at
https://investors.starcombo.com.au/Investors/
The table below monitors the number and proportion
of female personnel in each category and the total
personnel numbers at 30 June 2021.
Establishment, attainment and maintenance of specific
objectives is contingent upon a number of variable and
uncertain factors, in particular the rate of company
growth, the diversification of job roles and the number
and frequency of staff resignations. In a small company,
minor changes in these factors can cause significant
volatilityin theproportion ofgender representation.
30 September 2021
Number of
Females
Total Staff
Numbers
%
Female
Directors 3 6 50%
Management 3 8 38%
Other Staff 15 28 54%
Total 21 42 50%
The Board considers the gender representation shown
in the table is appropriate at this stage of the
development of the company

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1.6 A listed entity should:
(a) Have and disclose a process for periodically evaluating the performance of the
board, its committees and individual directors; and
(b) Disclose, in relation to each reporting period, whether a performance
evaluation was undertaken in the reporting period in accordance with that
process.
The Process is included in the Board Charter
A review is conducted on an ongoing basis by the
Chairman.
1.7 A listed entity should:
(a) Have and disclose a process for periodically evaluating the performance of its
senior executives; and
(b) Disclose, in relation to each reporting period, whether a performance
evaluation was undertaken in the reporting period in accordance with that
process.
Process is under the control of the Chairman and the
Managing Director.
Performance Evaluations have not yet been conducted
for the MD, the CEO and the CFO.
**PRINCIPAL 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 majority of whom are independent directors; and
(2) Is chaired by an independent director, and disclose:
(3) The charter of the committee
(4) The members of the committee: and
(5) As at the end of each reporting period, the number of times the committee
met throughout the period and the individual attendances of the members
at those meetings; or
(b) If it does not have a nomination committee, disclose that fact and the processes it
employs to address the board succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience, independence and diversity to
enable it to discharge its duties and responsibilities effectively.
Not applicable as this function is performed by all the
Directors as appropriate.
As per Board Charter.

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2.2 A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.

The Board is committed to a diversity of attributes and skills and experience that is relevant to the organisation for the provision of effective governance and performance. The following table sets out the Board assessment of its collective skills and experience in categories relevant to the organisation. The Board target is to achieve a minimum of 55% in each nominated category and is consciously working to achieve this target.

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----- Start of picture text -----

2.2
cont Star Combo Limited - Director Skills Assessment
Strategy
Risk Management
Finance, Accounting, Capital Management
Governance and Legal
Policy Development
Business Judgement
Industry Experience and knowledge
Human Resources
Science and Technology
Executive Leadership
Business Growth and Development
0% 10% 20% 30% 40% 50% 60% 70% 80%
2.3 A listed entity should disclose:
(a) The names of the directors considered by the board to be independent directors; Richard Alley,
(b) If a director has an interest, position, association or relationship of the type Not applicable
described in Box 2.3 but the board is of the opinion that it does not compromise
the independence of the director, the nature of the interest, position, association
or relationship in question and an explanation of why the board is of that opinion;
and
(c) The length of service of each director Reflected in the Annual Directors’ Report.
2.4 A majority of the board of a listed entity should be independent directors The board considers that one independent director as
the independent chairman out of a board of six to be
appropriate at this point in time.
----- End of picture text -----

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2.5 The chair of the board of a listed entity should be an independent director and, in
particular, should not be the same person as the CEO of the entity.
Richard Allely is the independent Chairman.
2.6 A listed entity should have a program for inducting new directors and provide
appropriate professional development opportunities for directors to develop and
maintain the skills and knowledge needed to perform their role as directors
effectively.
Dr Ziye Sui was appointed in June 2018 after induction.
Mr Jialong Ding and Mrs. Wei Tan were appointed in
May 2020 following the Placement of 49m shares to
Goldenmax. They received Directors’ Induction Pack.
PRINCIPLE3 – ACT ETHICALLY AND RESPONSIBLY
3.1 A listed entity should:
(a) Have a code of conduct for its directors, senior executives and employees; and
(b) Disclose that code or a summary of it.
Refer to the Code of Conduct included in the Corporate
Governance policies listed on the company website.
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 non-executive directors and a
majority of whom are independent directors; and
(2) Is chaired by an independent director, who is not the chair of the board,
And disclose
(3) The charter of the committee;
(4) The relevant qualifications and experience of the members of the committee; and
(5) In relation to each reporting period, the number of times the committee
met throughout the period and the individual attendances of the members
at those meetings: or
(b) If it does not have an audit committee, disclose that fact and the processes it employs
that independently verify and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal of the external auditor and
the rotation of the audit engagement partner.
The company does not have a separate audit
committee and this function is performed by all the
Directors as appropriate.
The Group commissions a tier one audit firm who has
an internal rotation policy that is monitored by the
Board.

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4.2 The board of a listed entity should, before it approves the entity’s financial statements for a
financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial
records of the entity have been properly maintained and that the financial statements comply
with the appropriate accounting standards and give a true and fair view of the financial
position and performance of the entity and that the opinion has been formed on the basis of a
sound system of risk management and internal control which is operating effectively.
S295 Certificates are provided by the CFO and the CEO
to the Board in advance of the Board approving the
financial statements.
4.3 A listed entity that has an AGM should ensure that its external auditor attends its AGM
and is available to answer questions from security holders relevant to the audit.
The auditor attended the 2020 AGM and is invited to
attend all AGM’s.
PRINCIPLE5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should:
(a) Have a written policy for complying with its continuous disclosure obligations
under the Listing Rules; and
(b) Disclose the policy or a summary of it.
Refer to the Continuous Disclosure Policy included in
the Corporate Governance policies listed on the
company website.
PRINCIPLE6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its governance to investors
via its website
Refer to the Investors Section on the company
website.
6.2 A listed entity should design and implement an investor relations program to facilitate
effective two-way communication with investors
Refer to the Shareholder Communication Policy
included in the Corporate Governance policies listed
on the company website.
6.3 A listed entity should disclose the policies and processes it has in place to facilitate and
encourage participation at meetings of security holders
Refer to the Shareholder Communication Policy
included in the Corporate Governance policies listed
on the company website.
6.4 A listed entity should give security holders the option to receive communications from, and
send communications to, the entity and its security registry electronically.
The Company Welcome Pack includes a preference
for communication with shareholders to be
conducted electronically.

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**PRINCIPLE 7 – RECOGNISE AND MANAGE RISK **
7.1 The board of a listed entity should:
(a) Have a committee or committees to oversee risk, each of which:
(1) Has at least three members, a majority of whom are independent directors; and
(2) Is chaired by an independent
director, And disclose:
(3) The charter of the committee;
(4) The members of the committee; and
(5) As at the end of each reporting period, the number of times the committee
met throughout the period and the individual attendances of the members
at those meetings; or
(b) If it does not have a risk committee or committees that satisfy (a) above, disclose that
fact and the processes it employs for overseeing the entity’s risk management
framework.
Due to the size the Board, the company does not
have a separate risk management committee and
this function is performed by all the Directors as
appropriate.
The Company has adopted a Risk Management
Framework that is reviewed and approved by the
Board annually. The resultant Risk Register and
matrix is reviewed at least annually by the Board.
The Risk Register was last tabled at a Board Meeting
in September 2021.
7.2 The board or a committee of the board should:
(a) Review the entity’s risk management framework at least annually to satisfy itself that it
continues to be sound; and
(b) Disclose, in relation to each reporting period, whether such a review has taken place.
The Board has an approved Risk Management
Framework.
The Risk Management Framework was last
approved by the Board in September 2021.
7.3 A listed entity should disclose:
(a) If it has an internal audit function, how the function is structured and what
role it performs; or
(b) If it does not have an internal audit function, that fact and the processes it employs for
evaluating and continually improving the effectiveness of its risk management and
internal control processes.
The audit function relates to Quality Control with the
senior manager reporting through to the CEO.
The Board periodically reviews the Risk Register
presented by the senior management.
7.4 A listed entity should disclose whether it has any material exposure to economic,
environmental and social sustainability risks and, if it does, how it manages or intends to
manage those risks.
Included in the Annual Directors’ Report.

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PRINCIPLE8 – 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 are independent directors; and
(2) Is chaired by an independent
director, And disclose:
(3) The charter of the committee;
(4) The members of the committee; and
(5) As at the end of each reporting period, the number of times the committee
met throughout the period and the individual attendances of the members
at those meetings; or
Due to the size the Board, the company does not have
a separate Remuneration Committee and this function
is performed by all the Directors as appropriate.
(b) If it does not have a remuneration committee, disclose that fact and the processes it
employs for setting the level and composition of remuneration for directors and
senior executives and ensuring that such remuneration is appropriate and not
excessive.
Company does not have a separate
Remuneration Committee, see Board
Charter
8.2 A listed entity should separately disclose its policies and practices regarding the remuneration
of non-executive directors and the remuneration of executive directors and other senior
executives.
See Annual Directors’ Report
8.3 A listed entity which has an equity-based remuneration scheme should:
(a) Have a policy on whether participants are permitted to enter into transactions
(whether through the use of derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b) Disclose that policy or a summary of it.
See Securities Trading Policy on the Company website
The company’s policies currently limited to
Directors’ and employee options have no economic
risk for the participants.
See Annual Directors’ Report

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