STRAKER LIMITED — Governance Information 2020

Jun 25, 2020

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

STRAKER TRANSLATIONS LIMITED

ABN / ARBN: Financial year ended: 628 707 399 31 MARCH 2020

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

☐ These pages of our annual report: page 73 to 81 ☐ This URL on our website: https://www.strakertranslations.com/company/investors/

The Corporate Governance Statement is accurate and up to date as at 26 June 2020 and has been approved by the board.

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

Date: 26 June 2020

Name of Director or Secretary authorising LAURA NEWELL lodgement:

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. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.

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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 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 …4
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 StatementOR ☐at [insert location] … 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 https://www.strakertranslations.com/company/investors/	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ 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 StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ 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 StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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 StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

4 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

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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 …4
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 StatementOR ☐at [insert location] … and a copy of our diversity policy or a summary of it: ☒at https://www.strakertranslations.com/company/inves tors/ … and 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 StatementOR ☐at [insert location] … and the information referred to in paragraphs (c)(1) or (2): ☒in our Corporate Governance StatementOR ☐at [insert location]	☒ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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 StatementOR ☐at [insert location] … and the information referred to in paragraph (b): ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ 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 StatementOR ☐at [insert location] … and the information referred to in paragraph (b): ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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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 …4
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 StatementOR ☐at [insert location] … and a copy of the charter of the committee: ☒at https://www.strakertranslations.com/company/inves tors/ … and the information referred to in paragraphs (4) and (5): ☒in our Corporate Governance StatementOR ☐at [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 StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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 StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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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 …4
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 StatementOR ☐at [insert location] … and, where applicable, the information referred to in paragraph (b): ☒in our Corporate Governance StatementOR ☐at [insert location] … and the length of service of each director: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ 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 StatementOR ☐at [insert location]	☒ an explanation why that is so in our Corporate Governance StatementOR ☐ 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 StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ 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 StatementOR ☐at [insert location]	☒ an explanation why that is so in our Corporate Governance StatementOR ☐ 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 StatementOR ☒athttps://www.strakertranslations.com/company/investors/	☐an explanation why that is so in our Corporate Governance Statement

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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 …4
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 StatementOR ☐at [insert location] … and a copy of the charter of the committee: ☒at https://www.strakertranslations.com/company/inves tors/ … and the information referred to in paragraphs (4) and (5): ☒in our Corporate Governance StatementOR ☐at [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 StatementOR ☐at [insert location]	☒ an explanation why that is so in our Corporate Governance Statement
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 StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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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 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 …4
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 StatementOR ☐at [insert location]		☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity that does not hold an annual general meeting and this recommendation is therefore not applicable
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.	… ou ☐ ☒	r continuous disclosure compliance policy or a summary of it: in our Corporate Governance StatementOR at https://www.strakertranslations.com/company/inves tors/	☐ 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 https://www.strakertranslations.com/company/inves tors/		☐ 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 StatementOR ☐at [insert location]		☐ 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 StatementOR ☐at [insert location]		☐ an explanation why that is so in our Corporate Governance StatementOR ☐ 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 StatementOR ☐at [insert location]		☐ an explanation why that is so in our Corporate Governance Statement

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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 …4
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 StatementOR ☐at [insert location] … and a copy of the charter of the committee: ☒at https://www.strakertranslations.com/company/inves tors/ … and the information referred to in paragraphs (4) and (5): ☒in our Corporate Governance StatementOR ☐at [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 StatementOR ☐at [insert location]	☒ an explanation why that is so in our Corporate Governance Statement
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 board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: ☒in our Corporate Governance StatementOR ☐at [insert location] … and that such a review has taken place in the reporting period covered by this Appendix 4G: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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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 …4
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 StatementOR ☐at [insert location] [If the entity complies with paragraph (b):] … 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 StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
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 StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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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 …4
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 [insert location] … and a copy of the charter of the committee: ☒at https://www.strakertranslations.com/company/inves tors/ … and the information referred to in paragraphs (4) and (5): ☒in our Corporate Governance StatementOR ☐at [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 StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
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 [insert location]	☐ an explanation why that is so in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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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 …4
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 [insert location]	☐ 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
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	… the information referred to in paragraphs (a) and (b): ☐in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	… the terms governing our remuneration as manager of the entity: ☐in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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STRAKER TRANSLATIONS FY20 ANNUAL REPORT

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STRAKER TRANSLATIONS FY20 ANNUAL REPORT

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Corporate Governance Statement for the year ended 31 March 2020

Corporate Governance Statement for the year ended 31 March 2020

continued

The Board of directors of Straker Translations Limited (Straker) is committed to upholding a high standard of corporate governance. Straker complies as far as possible with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (3rd Edition) which came into effect on 1 July 2014 (ASX Corporate Governance Principles and Recommendations) having regard to the nature and size of Straker’s operations.

This Corporate Governance Statement outlines Straker’s commitment to achieving compliance with the central principles of the recommendations set by the ASX Corporate Governance Council based on:

• an overview of Straker’s implementation of the ASX Corporate Governance Principles and Recommendations during the year ended 31 March 2020;

• an explanation of the ASX Corporate Governance Principles and Recommendations with which Straker does not currently comply and the reasons for any non-compliance; and

• a statement of Straker’s intention to take certain actions and adopt certain policies and processes in order to achieve compliance with the ASX Corporate Governance Principles and Recommendations.

Straker’s Board Charter, Corporate Governance Statements and Policies are available on Straker’s website at www.strakertranslations.com

This Corporate Governance Statement was approved by the Board of Directors on 22 April 2020.

Principle 1: Lay solid foundations for management and oversight

A listed entity should establish and disclose the respective roles and responsibilities of its board and management and how their performance is monitored and evaluated.

The respective roles and responsibilities of Straker’s Board and Management

Straker’s Board of Directors is the body responsible for the overall corporate governance and decision making within the Company. While Straker’s senior executive management team (being employees of Straker who report directly to Straker’s Chief Executive Officer) deal with and supervise the day-to-day operational issues and processes experienced by Straker in carrying out its business, the role of the Board is to direct and supervise the management of Straker’s business by its senior executive team, and to ensure that the longer term strategic objectives of the Company continue to be met.

In order to promote efficiency, Straker’s Board of directors may from time to time delegate certain functions to its senior executive management team. Actions delegated to the senior executive management team typically involve management of Straker’s resources to deal with day-to-day operations of the business in a way that contributes to Straker’s overall strategic direction as set by the Board of Directors. Straker’s Board has delegated to the Managing Director all the powers and authorities required to manage the day-to-day operations of Straker’s business, except those expressly reserved to the Board or one of its committees.

Straker’s Board Charter sets out the role and responsibilities of Straker’s Board of Directors and regulates internal Board procedures. Details about Straker’s Board is available on Straker’s website.

Selection and recommendation of director candidates

Before appointing or putting forward to shareholders any candidate for election or re-election as a Director of Straker, a formal process is undertaken to complete appropriate checks on that candidate, including checks as to that candidate’s character, experience, education, criminal record and bankruptcy history. If Straker is satisfied with the results of such checks and determines that the candidate be put forward to shareholders for election, Straker will provide shareholders with all material information in its possession relevant to a decision on whether or not to elect or re-elect that Director candidate.

Terms of appointment of Directors and senior executives

All newly appointed Directors of Straker are provided with a letter of appointment setting out the term of appointment, remuneration, the Director’s roles and responsibilities and the entity’s expectations of that director (including with regard to time commitments, the requirement to disclose Directors’ interests and matters affecting the Director’s independence, the requirement to comply with key corporate policies, and ongoing confidentiality obligations). Existing Non-Executive Directors of Straker also have their terms of appointment formalised in a written letter of appointment setting out the above items.

All senior executive employees of Straker have their terms of employment (including a description of their position, duties and responsibilities, remuneration arrangements, the role to which they report, termination obligations and entitlements, and ongoing confidentiality obligations) contained in a written agreement with Straker.

The Company Secretary role

Straker’s Board has appointed a Sydney-based Company Secretary following completion of the Company’s listing on the ASX. The Company Secretary performs the following functions for which she’s accountable directly to Straker’s Board:

• advising the Board and its committees on governance matters;

• ensuring compliance with the Company’s continuous disclosure obligations;

• monitoring that the Board and committee policy and procedures are followed;

• co-ordinating the timely completion and despatch of Board and committee papers;

• ensuring that the matters discussed at Board and committee meetings are accurately captured in the minutes of those meetings; and

• helping to organise and facilitate the induction and professional development of Directors.

Diversity

The Company is committed to creating and ensuring a diverse work environment in which everyone is treated fairly, with respect and where everyone feels responsible for the reputation and performance of the Company. Straker understands that diversity and inclusivity in the workforce is a strategic asset, and that a workplace with a genuine balance of employees by gender, age and background will strengthen Straker’s business performance and create opportunities to access the best people for Straker’s business.

Straker has developed a formal Diversity and Inclusion Policy, which was adopted upon the Company’s listing to the ASX in October 2018. A copy of the policy can be found on the Company’s website.

As at the date of this statement, measurable objectives have not yet been formally established and it is the Board’s intention to consider the establishment of measurable objectives in the forthcoming year. In order to demonstrate Straker’s commitment to compliance with the ASX Corporate Governance Principles and Recommendations, Straker’s Board of Directors intends that the Board will set appropriate and meaningful benchmarks that are able to be measured and monitored for effectiveness in addressing any gender imbalance issues that may be present in Straker’s business.

After measurable objectives have been adopted for at least a 12-month period, Straker’s Board of Directors will conduct a review of Straker’s progress against the stated measurable objectives over the preceding 12 months and will disclose an overview of such progress in the Corporate Governance Statement for that year.

As at the year ended 31 March 2020, the respective proportions of men and women within Straker were as follows:

	Female	Male
Board of directors	1	5
Senior executive team	2	4
All other employees (not includ-
ingsenior executive staf)	91	78

• Katrina Johnson resigned from the Board on 14 April 2020

Performance Management

Straker undertakes formal evaluation processes on an annual basis to review the performance of Straker’s Board, various Board committees, individual Directors and senior executive employees. These evaluation processes will be conducted as follows:

• Board performance and Board committee performance: Straker’s Board conduct an annual self-review and evaluation of its own performance (with assistance from the Nominations and Remuneration Committee and the Company Secretary), including the Board’s performance against the requirements of the Board Charter.

• Individual Director performance: Straker’s Board Chair will conduct performance reviews with individual Directors on an annual basis.

• Senior executive employee performance: The Nominations and Remuneration Committee will periodically evaluate the performance of Straker’s senior executives in accordance with the provisions of Straker’s Nominations and Remuneration Committee Charter, which is available on Straker’s website.

Straker’s Board of Directors conducted formal performance review in accordance with the abovementioned processes prior to the date of Straker’s Annual Report for the year ended 31 March 2020 and will conduct a similar review at or around the end of each following year. The evaluation process noted strengths, recommended improvements and identified areas for increased focus.

Principle 2:

Structure the Board to add value

A listed entity should have a board of an appropriate size, composition, skills and commitment to enable it to discharge its duties effectively.

Straker understands the importance of a high performing and effective Board of Directors in ensuring proper governance of a listed entity. Straker has structured its Board of Directors in accordance with the recommendations set out in the ASX

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Corporate Governance Statement for the year ended 31 March 2020

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Corporate Governance Principles and Recommendations to ensure that the Board is of a sufficient size, independence level, and skill set composition to enable it to manage the requirements of Straker’s business and the industry and market in which it operates.

Nominations and Remuneration Committee

Straker’s Nominations and Remuneration Committee is tasked with overseeing and making recommendations to Straker’s Board of Directors on the nomination, selection and appointment of Directors to Straker’s Board, the re-election of incumbent Directors, and the remuneration strategies and policies of the Company, including recommendations on the fees to be paid to Directors.

The Nominations and Remuneration Committee has three members, with current members being Tim Williams, Paul Wilson and Phil Norman (a majority of whom are Independent Non-Executive Directors). Katrina Johnson was a member of the Committee during the year until the date of her resignation on 14 April 2020. Phil Norman was appointed to the Committee following Katrina’s resignation. The Committee is chaired by Tim Williams who is an Independent Director of Straker, in accordance with the requirements of the ASX Corporate Governance Principles and Recommendations. The Nominations and Remuneration Committee Charter sets out the Board’s policies and practices regarding the nomination, selection and appointment of new Directors and the re-election of incumbent Directors, as well as the Board’s policies regarding the remuneration of Non-Executive Directors and other senior executives and is available on the Company’s website.

Board composition and independence

As at the year ended 31 March 2020, Straker’s Board comprised the following five Non-Executive Directors:

Name	Position	Date appointed to
		Straker’s board
Phil Norman	Chair and Independent Non-	13 January 2014
	Executive Director
Grant Straker	Executive Director	21 December 1999
Steve Donovan	Non-Executive Director	1 December 2004
Paul Wilson	Non-Executive Director	22 September 2015
Katrina Johnson	Independent Non-Executive	3 July 2018*
	Director
Tim Williams	Independent Non-Executive	24 June 2015
	Director

• Katrina Johnson resigned from the Board on 14 April 2020

The Board only considers a Director to be independent where they are independent of management and free of any business or other relationship that could materially interfere with, or could reasonably be perceived to interfere with, the exercise of their unfettered and independent judgement.

On this basis, the following Directors have been determined as being independent as at 31 March 2020 and for the full financial year ending on that date (or since appointment date as applicable) – (Mr Phil Norman, Ms Katrina Johnson* and Mr Tim Williams). This is despite the foregoing interests/ relationships which the Board considers are not material and do not compromise the independence of the relevant Director:

Name	Plan Scheme Number Exercise Price Expiry Date
Phil Norman	Legacy ESOP 41,960 NZ$0.596 3 Apr 2020
	LTI ESOP 50,000 $1.51 26 Sep 2024
Katrina Johnson*	LTI ESOP 25,000 $1.51 26 Sep 2024
Tim Williams	LTI ESOP 25,000 $1.51 26 Sep 2024

• Katrina Johnson resigned from the Board on 14 April 2020

Mr Grant Straker, Mr Steve Donovan and Mr Paul Wilson are regarded as non-independent based on the ASX criteria in Principle 2 of the ASX Recommendations.

The Board considers the composition of the Board to be appropriate and does not believe that it is detrimental to the Company or its Shareholders that the majority of the Board is not independent.

The Nominations and Remuneration Committee will re-assess the independence of each Non-Executive Director on an annual basis and in cases where a specific need for an independence assessment is identified due to a change in the interests, positions, associations or relationships of one or more NonExecutive Directors. If Straker’s Board of Directors determines that a Director’s status as an Independent Director has changed, the Board will disclose and explain that determination to the market in a timely manner.

Skills and experience of Straker’s Board of Directors

Straker recognises that its Board of Directors should represent a diverse range of skills, experience and attributes in order to ensure effective decision-making and governance of the Company. Straker’s Board of Directors is currently comprised of members with skills and experience in the following areas:

• information technology;

• investment banking;

• mergers and acquisitions;

• corporate governance;

• technology commercialisation;

• product development;

• sales and marketing; and

• finance.

There are also a range of qualifications currently represented across Straker’s Board of Directors, including in the fields of finance and accounting, business management, sales and marketing, and software development.

Corporate Governance Statement for the year ended 31 March 2020

continued

Straker’s Board of Directors’ review on an annual basis the skills, experience and attributes held by the Directors and whether the Board group as a whole possess the skills and experience required to fulfil their role on the Board and relevant Board committees. Where any gaps are identified, the Board will consider what training or development could be undertaken to fill those gaps or provide resources or access to resources to help develop and maintain the skills and knowledge of its Directors.

Induction of new Directors and ongoing professional development

Where a new Director is appointed to Straker’s Board, Straker’s Chair will arrange induction sessions with the new Director in order to brief them on the background and growth story of the Company and advise the new Director on Straker’s Board procedures, constitutional documents, corporate governance policies and procedures.

Due to the current size and growth stage of Straker’s business, the Director induction and professional development processes of the Company are largely informal. However, as Straker grows in size and market significance, Straker will consider providing Directors with appropriate formalised professional training and development opportunities to allow new and existing Directors to develop and maintain the skills and knowledge needed to perform their roles effectively.

Board and Committee Meeting Attendance

The number of scheduled Board and Committee meetings held during the year ended 31 March 2020 and the number of meetings attended by each of the Directors is set out in the table below:

Board Meeting Audit & Risk Management Committee Nominations & Remuneration Committee**	Board Meeting Audit & Risk Management Committee Nominations & Remuneration Committee**	Board Meeting Audit & Risk Management Committee Nominations & Remuneration Committee**	Board Meeting Audit & Risk Management Committee Nominations & Remuneration Committee**	Board Meeting Audit & Risk Management Committee Nominations & Remuneration Committee**	Board Meeting Audit & Risk Management Committee Nominations & Remuneration Committee**	Board Meeting Audit & Risk Management Committee Nominations & Remuneration Committee**
	A	B	A	B	A	B
Phil Norman	13	13	5	5	0	0
Grant Straker	13	13	0	0	0	0
Steve Donovan	11	13	5	5	0	0
Katrina Johnson*	13	13	5	5	5	5
Paul Wilson	12	13	0	0	5	5
Tim Williams	10	13	0	0	4	5

• Resigned as a director on 14 April 2020

A = Number of meetings attended

B = Number of meetings held during the time the director held office or was a member of a committee during the year

Principle 3: Act ethically and responsibly

A listed entity should act ethically and responsibly.

Straker is committed to complying with its legal obligations and to acting with honesty, integrity and in a manner consistent with the reasonable expectations of its investors and the wider community.

Code of Conduct

Straker expects that all of its Directors, senior executives and employees will also act ethically and responsibly, in strict compliance with all applicable laws, regulations, and in accordance with accepted principles of good corporate citizenship. In order to demonstrate Straker’s commitment to acting ethically and responsibly, Straker’s Board of Directors has developed a Code of Conduct that clearly defines Straker’s core values, articulates what Straker regards as acceptable business practices, and sets out the standards and expectations required of Straker’s Board of Directors, senior executives and employees in performing their duties. Straker’s Code of Conduct is available on Straker’s website.

Principle 4: Safeguard integrity in corporate reporting

A listed entity should have formal and rigorous processes that independently verify and safeguard the integrity of its corporate reporting.

Audit and Risk Management Committee

Straker’s Audit and Risk Management Committee is tasked with reporting to Straker’s Board of Directors on the integrity of Straker’s financial reporting process, its internal and external audit functions, and its internal control and risk management process. In accordance with the requirements of the ASX Corporate Governance Principles and Recommendations, the Audit and Risk Management Committee comprises of at least three Non-Executive Director members, being Steve Donovan, Tim Williams and Phil Norman (a majority of whom are Independent Directors). Katrina Johnson was a member of the Committee during the year until the date of her resignation on 14 April 2020. Tim Williams was appointed to the Committee following Katrina’s resignation.

The ASX Corporate Governance Principles recommend that the Audit and Risk Management Committee will be chaired by an Independent Director. Straker’s Board of Directors have had regard to the skills and experience of the Board and have determined that despite not being considered an Independent Director, Steve Donovan is the most appropriate member of the Board to act as Chair of the Audit and Risk Management Committee given his knowledge of Straker and its history of

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Corporate Governance Statement for the year ended 31 March 2020

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audit and risk issues, as well as his expertise and qualifications in the area of finance.

The relevant qualifications and experience of the members of the Audit and Risk Management Committee are available in the Annual Report.

The Audit and Risk Management Committee Charter sets out the policies and practices of Straker’s Board of Directors regarding the financial audit and risk management processes of Straker and is available on the Straker’s website.

Declaration of Managing Director and CFO on financial statements

As a New Zealand incorporated company, Straker is not subject to section 295A(4) of the Corporations Act 2001 (Cth) (which requires that the CEO/Managing Director and CFO of a listed entity to provide certain declarations regarding the financial statements for that entity in each financial year). However, in accordance with the ASX Corporate Governance Principles and Recommendations, Straker’s Managing Director and CFO provided to Straker’s Board of Directors (prior to the approval by the Board of Straker’s financial statements for a financial period) a written opinion to the Board of Directors that, in their opinion:

• Straker’s financial reports comply with the appropriate accounting standards;

• Straker’s financial reports give a true and fair view of Straker’s financial position and performance; and

• the opinion of the Managing Director and CFO has been formed on the basis of a sound system of risk management and internal control, which is operating effectively.

Attendance of external auditor at Annual Meeting

In order to safeguard the integrity of Straker’s corporate reporting process and to maintain free and open communication between the Board of Directors, shareholders and auditors, Straker requests that its external auditor attend Straker’s Annual Meeting so as to be available to answer any shareholder questions raised at or prior to the Annual Meeting about the conduct of the audit and the preparation and content of the audit report.

Principle 5:

Make timely and balanced disclosure

A listed entity should make timely and balanced disclosure of all matters concerning it that a reasonable person would expect to have a material effect on the price or value of its securities.

Complying with Continuous Disclosure Obligations

Straker complies with the continuous disclosure obligations contained in the ASX Listing Rules. As part of these continuous disclosure obligations, where Straker becomes aware of any information concerning the Company that a reasonable person

would expect to have a material effect on the price or value of the Straker’s securities, Straker must immediately disclose that information to the market (subject to limited exceptions available under the ASX Listing Rules).

To encourage and assist compliance by Straker’s Board of Directors and its employees with these continuous disclosure obligations, Straker’s Board of Directors have developed a Continuous Disclosure Policy which is available on Straker’s website. The Continuous Disclosure Policy has been developed with regard to ASX Listing Rules 3.1-3.1B and relevant ASIC regulatory guidance with respect to disclosure for investors. The Company Secretary will have primary responsibility for all relevant regulatory filings to ensure Straker’s compliance with its continuous disclosure obligations.

Principle 6:

Respect the rights of security holders

A listed entity should respect the rights of its security holders by providing them with appropriate information and facilities to allow them to exercise those rights effectively.

Access to information about Straker and its governance In accordance with the ASX Corporate Governance Principles and Recommendations, Straker has a “Investors” section on its website, from which all relevant corporate governance information about Straker can be accessed by the general public. Such information includes:

• this Corporate Governance Statement;

• Straker’s constitution, board charter and board committee charters;

• the Straker Code of Conduct;

• various corporate governance policies; and

• names, photographs and summarised biographical information for each of Straker’s Directors and senior executives.

Other relevant information and documents about Straker, including but not limited to copies of Straker’s annual reports and financial statements, copies of Straker’s announcements to the ASX, and copies of notices of meetings of shareholders (and any accompanying documents) can be accessed on relevant areas of Straker’s website.

Shareholder relations

Straker has implemented a formal Shareholder Communications Policy to ensure that shareholders are provided with sufficient information to assess the performance of Straker at regular intervals and are informed of all major developments affecting the state of affairs of Straker, in accordance with applicable laws. A copy of Straker’s Shareholder Communications Policy has been adopted and is available on Straker’s website.

Corporate Governance Statement for the year ended 31 March 2020

continued

Pursuant to Straker’s Shareholder Communications Policy, Straker regularly provides information to shareholders:

• market releases to the ASX in accordance with Straker’s continuous disclosure obligations;

• the investor relations section of Straker’s website;

• Straker’s annual and half-yearly reports; and

• Straker’s Annual Meeting.

In addition to providing shareholders with information about the Company, Straker also provides opportunities for twoway communication between shareholders and Straker by requesting that its external auditor and the relevant Chairs of the various Board committees attend Straker’s Annual Meeting to be available to answer any shareholder questions about the conduct of the audit and the preparation and content of the audit report, or about the activities of the various Board committees. Shareholders are encouraged to express to the relevant Straker representatives present at the Annual Meeting any matters of concern or interest to shareholders, with the understanding that these views will be communicated to Straker’s Board of Directors for consideration.

Shareholders who are not able to attend the Annual Meeting and exercise their right to ask questions about or make comments on the management of Straker will be given the opportunity to provide questions or comments ahead of the Annual Meeting. Where appropriate, these questions will be considered and answered at the Annual Meeting.

Electronic communications

Straker encourages its shareholders to receive information and communications from, and send communications to, Straker and its share registry electronically. Shareholders may elect to send and receive communications electronically by registering their email address online with Straker’s share registry.

Principle 7 :

Recognise and manage risk

A listed entity should establish a sound risk management framework and periodically review the effectiveness of that framework.

Straker is committed to the establishment and maintenance of a sound risk management framework encompassing oversight, management and internal control of risks within and facing Straker’s business.

Audit and Risk Management Committee

As outlined above (see Principle 4), Straker’s Audit and Risk Management Committee, oversees and reports to the Board of Directors on the integrity of Straker’s financial reporting process and risk management process. Please see Principle 4 for further information on the membership structure and committee

charter of Straker’s Audit and Risk Management Committee.

Annual review of Straker’s risk management framework

The Audit and Risk Committee, regularly reviews and discusses the major risks affecting Straker’s business and develops strategies to mitigate these risks throughout the year, and reviews Straker’s overall risk management framework at least annually to ensure that the framework continues to be effective and suitable to the risks involved in Straker’s business.

Evaluating and improving risk management and internal control processes

While Straker does not have an internal audit function, Straker’s Board of Directors ensures that the risk management and internal control processes of Straker are regularly evaluated and the effectiveness of these processes will be continually improved through review by the Audit and Risk Management Committee, and by the Board of Directors of Straker.

Where it considers necessary, Straker’s Board of Directors will consider the recommendations of the external auditors and other external advisers in relation to Straker’s financial reporting process and risk management framework, and appropriate action will be taken by the Board of Directors to ensure that key risks, as identified, are managed effectively.

Material exposure to risk

Straker’s Board of Directors ensures that any material exposure of Straker to economic, environmental and social sustainability risks will be disclosed in accordance with the requirements of ASX Listing Rule 3.1.

The Board of Directors has considered the Company’s exposure specifically to economic, environmental and social sustainability risks and has determined the following:

• Economic Risk – The business is exposed to general economic conditions. Specifically, material risk exists in relation to: competition and new technologies; reliance on key personnel; data loss, theft or corruption; technology platform failure; the impact of privacy laws and regulations; country specific risks in new unfamiliar markets;

• Environmental risks – The COVID-19 pandemic represents a material environmental and economic risk for Straker. The Company has developed and implemented a comprehensive response focused on the safety of its workforce and an anticipated decline in revenues for a period of time; and

• Social sustainability – There is a material risk associated with crowd and remote workers, however, the Company has practices and processes in place to mitigate these risks.

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Corporate Governance Statement for the year ended 31 March 2020

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Principle 8: Remunerate fairly and responsibly

A listed entity should pay director remuneration sufficient to attract and retain high quality directors and design its executive remuneration to attract, retain and motivate high quality senior executives and to align their interests with the creation of value for security holders.

Nominations and Remuneration Committee

As outlined above (see Principle 2), Straker’s Nominations and Remuneration Committee’s principal function is the oversight of the remuneration strategies and policies of the Company. Please see Principle 2 for further information on the membership structure and committee charter of Straker’s Nominations and Remuneration Committee.

Board review and determination of remuneration structures

Straker’s Board of Directors reviews the overall remuneration structure and policies and will consider recommendations from the Nominations and Remuneration Committee. No individual Director or senior executive is or will be involved in deciding his or her own remuneration.

The Board of Directors of Straker may seek the advice of external advisers from time to time in order to develop remuneration packages to retain and attract high quality Non-Executive Directors and senior executives and encourage these Directors and executives to pursue the growth and success of the entity without taking undue risks.

Straker’s Non-Executive Directors are paid by way of fees for services up to a maximum aggregate sum of $A600,000 per annum as approved by shareholders at the Company’s Annual Meeting held on 25 September 2018. Only with prior shareholder approval in general meeting may fees be paid to Non- Executive Directors in excess of this $A600,000 fee cap.

As at 31 March 2020, Non-Executive Directors were paid $A60,000 per annum with the Chair receiving $A96,000 per annum. Grant Straker, who is an Executive Director, is not paid director’s fees.

In addition, Straker’s Directors are entitled to participate in the Company’s Employee Share Options Schemes, which require approval by shareholders before further option issuances can be made to Directors.

As at 31 March 2020, the following directors held options in Straker’s legacy ESOP scheme:

• Grant Straker: 41,960 options issued at $NZ0.596

• Phil Norman: 41,960 options issued at $NZ0.596

On 26 September 2018, additional options were issued to directors in Straker’s new, LTI ESOP scheme:

• Grant Straker: 300,000 options issued at $A1.51

• Phil Norman: 50,000 options issued at $A1.51

• Paul Wilson: 50,000 options issued at $A1.51

• Steve Donovan: 25,000 options issued at $A1.51

• Tim Williams: 25,000 options issued at $A1.51

• Katrina Johnson: 25,000 options issued at $A1.51

Straker’s Executive Director and other senior executives are paid by way of cash salaries and in relation to the year ending 31 March 2020 were, in addition, entitled to be paid a cash bonus linked to the achievement of annually agreed corporate and individual KPI’s. No performance-based cash bonuses were paid to Straker’s executive director or other senior executives in relation to the year ended 31 March 2020.

The Company’s CEO and Managing Director is paid $NZ290,000 per annum as at 31 March 2020.

Straker sets corporate and individual KPI’s annually at the beginning of each financial year. Bonus targets for the Executive Director and senior executives are expressed as a percentage of base salary and achievement against the corporate and individual KPI’s is assessed by the Nominations and Remuneration Committee. If achieved, payment of cash bonuses is made following completion of the audited annual financial statements.

In addition, Straker’s senior executives are entitled to participate in the Company’s Employee Share Option Schemes. No option grants were made to the Company’s senior executives during the year ended 31 March 2020.

Aligning remuneration and performance to the creation of value for shareholders

As at the year ended 31 March 2020, Straker had in place an employee share option plan (ESOP) entitling certain Directors, senior executive staff and other employees to the issue of options over ordinary shares in Straker, according to the terms of the plan.

To ensure that Straker’s incentive strategies are appropriate for an ASX listed entity and continue to align the interests of Directors and senior executives with the creation of value for shareholders, Straker’s Board of Directors has taken the following steps:

• retained the existing ESOP scheme that was in place prior to the IPO with some minor amendments to ensure compliance with the relevant ASX listing rule requirements (this old ESOP scheme is being grandfathered); and

Corporate Governance Statement for the year ended 31 March 2020

continued

and Directors of Straker, under which options over the ordinary shares of Straker may be issued to such qualifying employees, senior executives and Directors of Straker. The new ESOP scheme (which operates on substantially similar terms to the current ESOP scheme), was approved by Straker’s Board and shareholders and adopted shortly prior to Straker’s listing on the ASX.

Under Straker’s Securities Trading Policy, participants in either or both of Straker’s ESOP schemes are not permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risks of participating in the relevant scheme (or schemes, as the case may be).

Any options offered to Directors and/or senior executives after Straker is listed on the ASX will be subject to board and/or shareholder approval as required by applicable law, the ASX listing rules and Straker’s Constitution.

• established a new ESOP scheme to provide long-term incentives for qualifying employees, senior executives