VECTION TECHNOLOGIES LTD — Governance Information 2020

Sep 29, 2020

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Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

Vection Technologies Ltd

ABN / ARBN: Financial year ended: 93 614 814 041 30 June 2020

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

☐ These pages of our annual report: ☒ This URL on our website: https://www.vection.com.au/leadershipandgovernance

The Corporate Governance Statement is accurate and up to date as at 30 September 2020 and has been approved by the Board.

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

Date: 30 September 2020

Print name: Derek Hall

Signature: ____ Company Secretary

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 �C�����a�e g��e��a�ce ��a�e�e��� i� defi�ed i� Li��i�g R�le 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 repor �, �� �he URL �f �he �eb �age, �he�e �he e��i���� c�����a�e 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 thatwe follow this recommendation: ☒ in our Corporate Governance Statement OR ☐ at this location: [insert location here] � andinformation 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.vection.com.au/leadershipandgovernance	☐ 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.	� thefact that we follow this recommendation: ☒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
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: [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 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: [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
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� underthe 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: [insert location here] � and a copy of our diversity policy or a summary of it: ☐ at this location: [insert location here] � themeasurable 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: [insert location here] � and the information referred to in paragraphs �c����or (2): ☐ 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 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.	� theevaluation process referred to in paragraph (a): ☐in our Corporate Governance Statement OR ☐at this location: [insert location here] � and the information referred to in paragraph �b�: ☐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
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.	� theevaluation process referred to in paragraph (a): ☐in our Corporate Governance Statement OR ☐at this location: [insert location here] � and the information referred to in paragraph �b�: ☐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 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: [insert location here] � and a copy of the charter of the committee: ☐at this location: [insert location here] � and theinformation referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR ☐at this location: [insert location here] [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

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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…
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: [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
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: [insert location here] � where applicable, the information referred to in paragraph �b): ☒in our Corporate Governance Statement OR ☐at this location: [insert location here] � the length of service of each director: ☒in our Corporate Governance Statement OR ☐at this location: [insert location here]	☐ 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 thatwe follow this recommendation: ☒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

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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…
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 factthat we follow this recommendation: ☒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
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: [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
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.	� ourcode of conduct or a summary of it: ☐in our Corporate Governance Statement OR ☒at https://www.vection.com.au/leadershipandgovernance	☐ 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: [insert location here] � and a copy of the charter of the committee: ☐at this location: [insert location here] � and the information referred to in paragraphs ��� and ���: ☐in our Corporate Governance Statement OR ☐at this location: [insert location here] [If the entity complies with paragraph (b):] � the fact that we do not havean 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]	☐ 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 financialstatements 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	� the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR	☐ 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…
	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.	☐at this location: [insert location here]
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: [insert location here]		☐ 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
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 asummary of it: ☐in our Corporate Governance Statement OR ☒at https://www.vection.com.au/leadershipandgovernance		☐ 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 ourwebsite: ☒at this location: at https://www.vection.com.au/leadershipandgovernance		☐ 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.	� thefact that we follow this recommendation: ☐in our Corporate Governance Statement OR ☒at https://www.vection.com.au/leadershipandgovernance		☐ 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 andencouraging participation at meetings of security holders: ☐ in our Corporate Governance Statement		☐ an explanation why that is so in our Corporate Governance Statement OR

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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…
		OR ☒at https://www.vection.com.au/leadershipandgovernance	☐ 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: [insert location here]	☐ 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…
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 foroverseeing the entity�s risk management framework.	[If the entity complies with paragraph (a):] � the fact that we have a committeeor committees to oversee risk that comply with paragraphs (1) and (2): ☐in our Corporate Governance Statement OR ☐at this location: [insert location here] � and a copy of the charter of the committee: ☐at this location: [insert location here] � and the information referred to in paragraphs ��� and ���: ☐in our Corporate Governance Statement OR ☐at this location: [insert location here] [If the entity complies with paragraph (b):] � the fact that we do not havea 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]	☐ an explanation why that is so in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) reviewthe entity�s risk management frameworkat least annually to satisfy itself that it continues to be sound; and	� the fact that wefollow this recommendation: ☒ in our Corporate Governance Statement OR ☐ at this 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…
	(b) disclose, in relation to each reporting period, whether such a review has taken place.	[insert location here]
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 ourinternal 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):] � 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: [insert location here]	☐ 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 Statement OR ☐ at this location: [insert location here]	☐ 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…	t
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 remunerationcommittee that complies with paragraphs (1) and (2): ☐ in our Corporate Governance Statement OR ☐ at this location: [insert location here] � and a copy of the charter of the committee: ☐ at this location: [insert location here] � and the information referred to in paragraphs ��� and ���: ☐ in our Corporate Governance Statement OR ☐ at this location: [insert location here] [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 https://www.vection.com.au/leadershipandgovernance	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommenda 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 https://www.vection.com.au/leadershipandgovernance and 2020 Annual Report	☐ 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

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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…
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 onthis issue or a summary of it: ☒in our Corporate Governance Statement OR ☐at this location: [insert location here]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ w e do not have an equity-based remuneration scheme and this recommendation is therefore not applicable OR ☐ 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 Statement OR ☐at this location: [insert location here]	☐ 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 termsgoverning our remuneration as manager of the entity: ☐in our Corporate Governance Statement OR ☐at this location: [insert location here]	☐ an explanation why that is so in our Corporate Governance Statement

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30 September 2020 | Australia

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ASX RELEASE

CORPORATE GOVERNANCE STATEMENT

Vection Technologies Ltd (ASX: VR1 ) ( Vection or the Company ) Directors and management are committed to conducting the Group’s business in an ethical manner and in accordance with the highest standards of corporate governance.

The Company’s corporate governance policies and charters and policies are all available on the Company’s website (www.vection.com.au) (the “website”).

This statement is current as at 30 September 2020 and was approved by the Board on that date. The following table sets out the Company's position with regards to its compliance with ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (3rd Edition):

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	PRINCIPLES AND RECOMMENDATIONS	STATUS	COMMENT
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	Complying	The Board has adopted a charter which establishes the role of the Board and its relationship with management. The primary role of the Board is the protection and enhancement of long-term Shareholder value. Its responsibilities include the overall strategic direction of the Company, establishing goals for management and monitoring the achievement of these goals.
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	Complying	The Company undertakes a comprehensive screening and verification process prior to appointing a director, or putting that person forward as a candidate to ensure that person is competent, experienced, and would not be impaired in any way from undertaking the duties of director. The Company provides relevant information to shareholders for their consideration about the attributes of candidates together with whether the Board supports the appointment or re-election.
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	Complying	Each Director is given a letter upon his or her appointment which outlines the Director’s duties, obligations, remuneration, expected time commitments and notification of the Company’s policies. The Company has in place systems designed to fairly review and actively encourage enhanced Board and management effectiveness. Similarly, senior executives have a formal job description and services agreement describing their term of office, duties, rights, and responsibilities and entitlements on termination.

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PRINCIPLES AND RECOMMENDATIONS STATUS COMMENT
The Company has disclosed the material terms of
its employment service or consultancy agreement
with its CEO (or equivalent) and executive directors
1.4 The Company Secretary of a listed entity should Complying The Company Secretary is responsible for co-
be accountable directly to the board, through the ordination of all Board business, including
chair, on all matters to do with the proper agendas, board papers, minutes, communication
functioning of the board with regulatory bodies, ASX and all statutory and
other filings. The Company Secretary is
accountable to the Board, and all Directors have
access to the Company Secretary. The decision to
appoint or remove the Company Secretary is to be
made or approved by the Board.
1.5 A listed entity should: Part- The Company’s Diversity Policy, a summary of
which is available on the Company’s website,
1. Have a diversity policy which includes Complying
recognises the benefits arising from employee and
requirements for the board or a relevant
Board diversity, including a broader pool of high
committee of the board to set measurable
quality employees, improving employee retention,
objectives for achieving gender diversity and to accessing different perspectives and ideas and ��
assess annually both the objectives and the
benefiting from all available talent. Diversity
entity’s progress in achieving them;
includes, but is not limited to, gender, age,
2. Disclose that policy or a summary of it; and ethnicity and cultural background.
3. Disclose as at the end of each reporting period The Board and its Nomination Committee is
the measurable objectives for achieving gender responsible for developing measurable objectives �������
diversity set by the board or a relevant and strategies to meet the Objectives of the �������
committee of the board in accordance with the Diversity Policy (Measurable Objectives) and
entity’s diversity policy and its progress towards monitoring the progress of the Measurable
achieving them, and either: Objectives through monitoring, evaluation and
reporting mechanisms listed below.
1) The respective proportions of men and women
The Board may also set Measurable Objectives for
on the board, in senior executive positions and achieving gender diversity and monitoring their ����������
across the whole organisation (including how the achievement. �������
entity has defined “senior executive” for these
purposes); or
The Board will conduct all Board appointment
2) If the entity is a “relevant employer” under the processes in a manner that promotes gender
Workplace Gender Equality Act, the entity’s most diversity, including establishing a structured
recent “Gender Equality Indicators”, as defined in approach for identifying a pool of candidates, using �����������
and published under that Act external experts where necessary. ���
Due to the scale of the Company’s operations and
the limited number of employees, the Company
has not yet set Measurable Objectives for achieving
gender diversity. The Company will consider ���
establishing measurable objectives as it develops.
As at 30 June 2020, the gender mix of the Company
was as follows:
Male Female
Board 100% 0%
Management 82% 18%
Group 88% 12%
1.6 A listed entity should: Part- The Company’s Chair, Board and its Nomination
a) Have and disclose a process for periodically Complying Committee are responsible for evaluating the
performance of the Board, its committees and
evaluating the performance of the board, its
committees and individual directors; and individual Directors on an annual basis. It may do so
with the aid of an independent advisor.
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PRINCIPLES AND RECOMMENDATIONS STATUS COMMENT
b) Disclose, in relation to each reporting period, The Company’s Board Performance Review does
whether a performance evaluation was not require the Company to disclose whether or
undertaken in the reporting period in accordance not performance evaluations were conducted
with that process. during the relevant reporting period. Whilst the
Company has a written policy, the Board
recognises that as a result of the Company’s size
and the stage of the entity’s life, the assessment of
the directors’ overall performance and its own
succession plan is conducted on an informal basis.
The Directors consider that at the date of this
report an appropriate and adequate process for
the evaluation of Directors is in place.
1.7 A listed entity should: Part- The Board has adopted a policy to assist in
a) Have and disclose a process for periodically Complying evaluating the performance of senior executives,
which is part of its Nomination Committee Charter.
evaluating the performance of its senior
executives; and The Company will put a formal process in place as
b) Disclose, in relation to each reporting period, and when the Company’s structure justifies it.
whether a performance evaluation was Due to the Company’s structure, it does not yet
undertaken in the reporting period in accordance have any senior executives apart from the Board. ��
with that process However, if the Company appoints senior
executives in the future, the Board will monitor the
performance of those senior executives including
measuring actual performance of senior
executives against planned performance. �������
�������
2. Structure the board to add value
2.1. The board of a listed entity should: Complying A Nomination committee has been established by
a) Have a nomination committee which: the Company for the FY2020 reporting period, no
meetings were held in the current period. The
1) Has at least three members, a majority of Nomination Committee charter is available on the
whom are independent directors; and ����������
Company’s website. �������
2) Is chaired by an independent director, and The members of the Nomination Committee are
disclose:
Gianmarco Orgnoni and Bert Mondello (each an
3) The charter of the committee independent director) The Committee is chaired by
4) The members of the committee; and the independent directors.
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.
2.2. A listed entity should have and disclose a board Part- Whilst the Company does not currently disclose a
skills matrix setting out the mix of skills and Complying board skills matrix setting out the mix of skills of
diversity that the board currently has or is the Directors, the following information is set out
looking to achieve in its membership. in the Company’s Annual Report:
The skills, experience and expertise relevant to the
position of director held by each director in office
at the date of the annual report.
2.3. A listed entity should disclose: Complying At 30 June 2020, the Board comprised of five
Directors, Mr Gianmarco Biagi (Managing Director),
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PRINCIPLES AND RECOMMENDATIONS STATUS COMMENT
a) The names of the directors considered by the Mr Lorenzo Biagi (Executive Director), Mr Umberto
board to be independent directors; Mondello (Non-Executive Chairman), Mr Gianmarco
Orgnoni (Non-Executive Director) and Mr Gabriele
b) If a director has an interest, position,
Sorrento (Non-Executive Director).
association or relationship of the type described
in Box 2.3 but the board is of the opinion that it The Board has considered the circumstances of
does not compromise the independence of the each Director and determined that Mr Mondello, Mr
interest, position, association or relationship in Sorrento and Mr Orgnoni were independent as
question and an explanation of why the board is described in Box 2.3 of the Recommendations.
of that opinion; and Both Mr Mondello and Mr Orgnoni were appointed
c) The length of service of each director. on 22 November 2017, Mr Sorrento on 29 April 2020
and Mr Gianmarco Biagi and Mr Lorenzo Biagi
(Executive Director) on 12 April 2019.
2.4. A majority of the board of a listed entity should Complying The current board composition includes three
be independent directors independent Directors and two non-independent
Directors.
2.5. The chair of the board of a listed entity should be Complying Mr Umberto Mondello is the independent chair of
an independent director and, in particular, the board. Mr Gianmarco Biagi is the Managing ��
should not be the same person as the CEO of the Director.
entity
2.6. A listed entity should have a program for Complying The Company has procedures and policies in place �������
inducting new directors and provide appropriate to assist Directors in fulfilling their responsibilities. �������
professional development opportunities for
The Board provides an appropriate induction
directors to develop and maintain the skills and
program for new directors, which includes onsite
knowledge needed to perform their role as
visits to operations.
directors respectively.
Each director, at any time, is able to seek
reasonable independent professional advice on ����������
any business-related matter at the expense of the �������
Company. Directors also have access to adequate
internal resources to seek any information from
any officer or employee of the Group, or to require
the attendance of management at meetings to
enable them as Directors to fulfil their duties.
�����������
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3. Promote ethical and responsible decision-
making
3.1. A listed entity should: Complying The Company has formulated a Code of Conduct a
a) Have a code of conduct for its directors, senior summary of which can be viewed on the Company’s ���
website.
executives and employees; and
b) Discloses that code or a summary of it. The Code of Conduct has the commitment of the
Directors and senior management to ensure
practices are operating that are necessary to
maintain confidence in the Company’s integrity and
responsibility and accountability of individuals for
reporting and investigating reports of unethical
practices.
4. Safeguard integrity in financial reporting
4.1. The board of a listed entity should: Part- The Board has chosen not to establish an Audit
a) Have an audit committee which: Complying Committee. The Board considers that due to the
relative small size of the Company that the
interests of the Company are best served by the
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PRINCIPLES AND RECOMMENDATIONS STATUS COMMENT
1. Has at least three members, all of whom are full Board completing the functions normally
non-executive directors and a majority of whom delegated to an audit committee.
are independent directors; and
The processes that the Board employs to
2. Is chaired by an independent director, who is independently verify and safeguard the integrity
not the chair of the board, and disclose: of its corporate reporting include:
3. The charter of the committee; • reviewing and adopting the Company’s
Quarterly, Half Year and Annual Report prior
4. The relevant qualifications and experience of
to release to shareholders and the ASX;
the members of the committee; and
• overseeing the Company’s relationship with
5. In relation to each reporting period, the
the external auditor, the external audit
number of times the committee met throughout
the period and the individual attendances of the function generally and ensuring the external
members at those meetings; or audit engagement partner rotation is in
b) If it does not have an audit committee, accordance with the Corporations Code;
disclose that fact and the processes it employs • overseeing the adequacy of the control
that independently verify and safeguard the processes in place in relation to the
integrity of its corporate reporting, including the preparation of financial statements and
processes for the appointment and removal of
reports; and
the external auditor and the rotation of the audit
• overseeing the adequacy of the Company’s ��
engagement partner.
financial risk management and internal
controls
4.2. The board of a listed entity should, before it Complying The Board will seek the relevant assurance from �������
approves the entity’s financial statements for a the chief executive officer and chief financial �������
financial period, receive from its CEO and CFO a officer (or their equivalents) at the relevant time.
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
internet control which is operating effectively.
�����������
4.3. A listed entity that has an AGM should ensure that Complying Shareholders are encouraged to attend the ���
its external auditor attends its AGM and is Company’s Annual General Meeting, at which the
available to answer questions from security Company requests the attendance of its auditors.
holders relevant to the audit Shareholders are given an opportunity to ask
questions of the Company’s auditors regarding the
conduct of the audit and preparation and content ���
of the auditor’s report.
5. Make timely and balanced disclosure
5.1. A listed entity should: Complying The Company’s Continuous Disclosure Policy, a
a) Have a written policy for complying with its summary of which is available on the Company’s
continuous disclosure obligations under the website is designed to ensure the compliance with
Listing Rules; and ASX Listing Rules disclosure.
b) Disclose that policy or a summary of it
6. Respect the rights of shareholders
6.1. A listed entity should provide information about Complying Information about the Company and its
itself and its governance to investors via its governance is available on the Company’s website.
website
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PRINCIPLES AND RECOMMENDATIONS STATUS COMMENT
6.2. A listed entity should design and implement an Complying The Company has adopted a Shareholder
investor relations program to facilitate effective Communication and Investor Relations Policy
two-way communication with investors which aims to promote and facilitate effective
two-way communication with investors. The Policy
outlines a range of ways in which information is
communicated to shareholders and is available on
the Company’s website as part of the Company’s
various corporate governance policies and
procedures.
6.3. A listed entity should disclose the policies and Complying Shareholders are encouraged to attend the
processes it has in place to facilitate and Company’s Annual General Meeting. The AGM is an
encourage participation at meetings of security opportunity for shareholders to hear the Board
holders provide updates on Group performance, ask
questions of the Board and vote on the various
resolutions affecting the business. Shareholders
are given an opportunity to ask questions of the
��
Company’s auditors regarding the conduct of the
audit and preparation and content of the auditor’s
report.
6.4. A listed entity should give security holders the Complying Investors are able to communicate with the �������
option to receive communications from, and Company electronically via the Website or by �������
send communications to, the entity and its emailing the Company Secretary. Investors are
security registry electronically also able to communicate with the Company’s
registry electronically by emailing the registry or
via the registry’s website.
����������
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7. Recognise and manage risk
7.1. The board of a listed entity should: Complying The Board has not established a risk committee.
a) Have a committee or committees to oversee However, the Board has established a Non-
Executive Directors Committee that assumes the
risk, each of which:
role of the risk committee. �����������
1) Has at least three members, a majority of whom are independent directors; and The Company’s Corporate Governance Plan ���
includes a Risk Management Policy.
2) Is chaired by an independent director, and
disclose: The Board has responsibility for monitoring risk
oversight and ensure that the Chairman reports on
3) The charter of the committee
the status of business risks through risk
4) The members of the committee; and management programs aimed at ensuring risks are ���
5) As at the end of each reporting period, the identified, assessed and appropriately managed. In
number of times the committee met throughout addition, the Board is responsible for reviewing the
the period and the individual attendances of the risk management framework and policies for the
members at those meetings; or Company.
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.
7.2. The board or a committee of the board should: Complying The Company’s Corporate Governance Plan
a) Review the entity’s risk management includes a Risk Management Policy.
framework at least annually to satisfy itself that The Board reviews the Company’s major business
it continues to be sound; and units, organisational structure and accounting
b) Disclose, in relation to each reporting period, controls and processes on a continuing basis.
whether such a review has taken place Management and the Board’s collective experience
will enable accurate identification of the principal
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PRINCIPLES AND RECOMMENDATIONS STATUS COMMENT
risks that may affect the Company’s business. Key
operational risks and their management are
recurring items for deliberation at Board meetings.
A copy of the Company’s Risk Management Policy
and a description of the Company’s internal
compliance and control system are available for
review at the registered office of the Company.
7.3. A listed entity should disclose: Complying In the absence of a risk committee, the Board is
a) If it has an internal audit function, how the responsible for identifying the risks facing the
function is structured and what role It performs; Company, assessing the risks and ensuring that
or there are controls for these risks, which are to be
designed to ensure that any identified risk is
b) If it does not have an internal audit function,
mitigated to an acceptable level.
that fact and the processes it employs for
evaluating and continually improving the The Board will review and discuss strategic risks
and opportunities as they arise and arising from
effectiveness of its risk management and
internal control processes changes in the Company’s business environment ��
regularly and on an “as need” basis. The Board may
delegate some of the abovementioned
responsibility to management and committees of
the Board but maintain the overall responsibility
for the process.
�������
The full Board of the Company is also responsible �������
for establishing policies on risk oversight, internal
control and management.
7.4. A listed entity should disclose whether it has any Complying The Group’s operations are not subject to any
material exposure of economic, environmental significant environmental regulations under the ����������
and social sustainability risks and, if it does, how Commonwealth or State legislation. �������
it manages or intends to manage those risks
The Directors believe that the Group has adequate
systems in place for the management of its
environment requirements and are not aware of
any breach of those environmental requirements
as they apply to the Group. �����������
���
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8. Remunerate fairly and responsibly
8.1. The board of a listed entity should: Part- The Board has not established a remuneration
a) Have a remuneration committee which: Complying committee.
1) Has at least three members, a majority of Until a remuneration committee is established, the
Board has assumed the role of the remuneration
whom are independent directors; and
committee, and addresses the remuneration
2) Is chaired by an independent director, and
arrangements for Directors and executives of the
disclose:
Company in accordance with the Corporations Act
3) The charter of the committee and ASX Listing Rules requirements, especially in
4) The members of the committee; and respect of related party transactions.
5) As at the end of each reporting period, the
number of times the committee met throughout No Director participates in any discussions or
the period and the individual attendances of the decision regarding their own remuneration of
members at those meetings; or related issues.
b) If it does not have a remuneration committee,
disclose that fact and the processes it employs
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PRINCIPLES AND RECOMMENDATIONS STATUS COMMENT
for setting the level and composition of The Board meets at least annually to deal with the
remuneration for directors and senior remuneration committee responsibilities, and
executives and ensuring that such remuneration operate under a charter approved by the Board.
is appropriate and not excessive.
8.2. A listed entity should separately disclose its Complying Details of the Directors and Key Senior Executives
policies and practices regarding the remuneration are set out in the Remuneration
remuneration of non-executive directors and the Report of the Annual Report. The structure of Non-
remuneration of executive directors and other Executive Directors’ remuneration is distinct from
senior executives that of executives and is further detailed in the
Remuneration Report of the Annual Report.
8.3. A listed entity which has an equity-based Complying Equity-based executive remuneration is made in
remuneration scheme should: accordance with thresholds set in plans approved
a) Have a policy on whether participants are by Shareholders. In the past, the Company has
permitted to enter into transactions (whether issued equity-based remuneration to both
through the use of derivatives or otherwise) Executive and Non-Executive Directors which has
which limit the economic risk of participating in been approved by Shareholders at a general
the scheme; and meeting. ��
b) Disclose that policy or a summary of it.
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