VINYL GROUP LTD — Governance Information 2019

Sep 25, 2019

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Jaxsta Limited

ACN 106 513 580 (Jaxsta or the ‘Company’)

2019 Corporate Governance Statement

This Corporate Governance Statement sets out the Company’s current compliance with the third edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations ( ASX Principles and Recommendations ). The ASX Principles and Recommendations have been developed to assist listed entities in meeting stakeholder expectations and promoting investor confidence. The ASX Principles and Recommendations are not meant to be prescriptive, as the ASX recognises that different entities may legitimately adopt different governance practices, based on a range of factors, including their size, complexity, history and corporate culture. However, under the ASX Principles and Recommendations, if the Board of a listed entity considers that a recommendation is not appropriate to its particular circumstances, it is entitled not to adopt it.

ASX: MBO). Disclosures within this 2019 Corporate Governance Statement ( Statement ) reports against the 3rd edition of the ASX Corporate Governance Council’s Principles and Recommendations ( ASX Principles ) in respect of the reporting period between 1 July 2018 and 30 June 2019. The practices detailed in this Statement are current as at 26 September 2019.

The following policies, charters and corporate governance documents will be publically available on Jaxsta’s website at www.jaxsta.com:

• Board Charter

• Securities Trading Policy

• Continuous Disclosure Policy

• Risk Management Policy

• Code of Conduct

Jaxsta’s Board is committed to adopting best practice (where possible) corporate governance and administering the policies and procedures with openness, fairness and integrity, as appropriate to the structure, size and business operations of Jaxsta.

• Communications Policy

• Diversity Policy

• Remuneration & Nomination Committee Charter

• Audit & Risk Committee Charter

Jaxsta was relisted on the official list of the ASX on 28 December 2018 having completed a reverse takeover of Mobilarm Limited (previously

Jaxsta Limited

2019 Corporate Governance Statement

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Principles and Recommendations	Principles and Recommendations	Comply Yes/ No	Explanation
1.	Lay solid foundations for management and oversight
1.1	Companies should disclose:	Yes	The Board Charter sets out the role, responsibilities, structure and processes

The Board Charter sets out the role, responsibilities, structure and processes of the Board and assists the Board to provide strategic guidance for Jaxsta and effective oversight of the management of the Jaxsta group.

• (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 Chief Executive Officer has delegated authority by the Board to carry out the day-to-day management of Jaxsta.

A copy of the charter is available on the Jaxsta website.

1.2 Companies 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.

Yes

Prior to their appointment as Directors, Jaxsta undertook background checks in respect to the prospective Directors’ character, criminal history, education and bankruptcy with no adverse findings.

No new Directors were appointed since Jaxsta’s relisting on the ASX.

Pursuant it its Board Charter, Jaxsta will provide security holders with material information in respect to putting forward a candidate for election or reelection as a Director as part of its notice of meeting.

1.3 Companies should have a written agreement with each Director and Yes senior executive setting out the terms of their appointment.

Jaxsta has in place written agreements with each of its Directors and senior executives setting out the terms of their appointment.

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Principles and Recommendations	Principles and Recommendations	Comply Yes/ No	Explanation
1.4	The Company Secretary of a listed entity should be accountable	Yes	Jaxsta’s Board Charter sets out that the Company Secretary is accountable
	directly to the Board, through the Chair, on all matters to do with the		directly to the Board, through the Chair, on all matters to do with the proper
	proper functioning of the Board.		functioning of the Board.
			Persons who held the role of Company Secretary during the period is set out
			below:

Company Secretary Term Shelley Burger 10 August 2019 – current Naomi Dolmatoff 28 December 2018 – 10 August 2019 Jorge Nigaglioni 20 November 2018 - 28 December 2018 David McArthur 11 January 2011 - 20 November 2018

Shelley Burger also holds the role of General Counsel and has an internal reporting line to the CEO in respect of that function.

• 1.5 Companies 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

Yes Since relisting, Jaxsta has adopted a Diversity Policy which sets out Jaxsta’s commitment to achieve diversity and inclusion across its Board, senior executives and throughout the organisation.

The Diversity Policy requires that the Board to establish measurable objectives to assist the Company to achieve gender diversity and assess the Company’s progress in achieving these objectives.

• (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:

Given the recent relisting on the ASX, the Board did not set measureable objectives for diversity in respect of FY19. The Board is currently considering setting measurable diversity objectives for the 2020 financial year which will be reported in future corporate governance statements.

• (i) the respective proportions of men and women on the Board, in senior executive positions and across the whole

The respective proportion of men and women on the Board, in senior executive positions and across the whole organisation as at 31 July 2019:

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Principles	and Recommendations	Comply Yes/ No	Explanation
	organisation (including how the entity has defined “senior
	executive” for these purposes); or			Female	Male
	(ii) if the entity is a “relevant employer” under the Workplace		Board	2 (50%)	2 (50%)
	Gender Equality Act, the entity’s most recent “Gender
	Equality Indicators”, as defined in and published under		Senior executives*	4 (67%)	2 (33%)
	that Act.
			Whole organisation	13 (54%)	11 (46%)

*Senior Executives refer to a head of department (includes the CEO who is also included in Board statistics)

A copy of the Diversity Policy is available on the Jaxsta website.

1.6 Companies 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.

Yes

The Board Charter requires that Jaxsta annually evaluate the performance of the Board, its Committees (if established) and individual Directors. Given the recent relisting on the ASX the Board agreed that a performance review would be undertaken in 2020 which would allow the Board the opportunity to settle and reflect on its performance as a listed company for the duration of a full financial year.

• 1.7 Companies 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.

Yes

The Chief Executive Officer is responsible for and will ensure that an annual evaluation performance of senior executives is undertaken.

A performance evaluation in respect of the calendar year 2019 is planned to be conducted at the end of the year for all senior management. A performance assessment of the CEO will also be conducted by the Chair at that time.

2. Structure the Board to add value?

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Principles and Recommendations	Principles and Recommendations	Comply Yes/ No	Explanation
2.1	The Board should:	Partially	On relisting, the Board established a Remuneration and Nomination
	(a) have a Nomination Committee which:	comply	Committee (RNC). As at the date of this Statement there are only two members of the RNC which are Brett Cottle (RNC Chair) and Linda Jenkinson,
	(i) has at least three members, a majority of whom are		both of whom are considered to be independent.

• (i) has at least three members, a majority of whom are independent Directors; and

Committee membership during the period is as follows:

• (ii) is chaired by an independent Director,

and disclose

• (iii) the charter of the Committee;

• (iv) the members of the Committee; and

• (v) as at the end of each reporting period, the number of times the Committee met throughout the period and the individual attendance of the members at those meetings; or

	Director Term
	Lorna (Launa) Inman (RNC Chair)* 28 December 2018 – 25 February 2019
	Brett Cottle 28 December 2018 – current
* a	Linda Jenkinson 28 December 2018 – current Launa Inman held the role of RNC Chair from relisting until she ceased to be Director. Brett has held the role of RNC Chair since 25 February 2019.

• (b) if it does not have a Nomination Committee, disclose the 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.

The composition of the RNC is currently considered appropriate given the current size of the Board and will be reviewed in future if the composition of the Board changes and new Directors are appointed.

The purpose of the Committee is to assist the Board:

1. in respect of establishing a Board of an effective composition, size and commitment to adequately discharge its responsibilities and duties and to bring transparency, focus and independent judgment to decisions regarding the composition of the Board;

2. in establishing coherent remuneration policies and practices to attract and retain senior executives and Directors who will create value for shareholders;

3. provide oversight that Jaxsta observes those remuneration policies and practices; and

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Principles and Recommendations	Principles and Recommendations	Comply Yes/ No	Explanation
			4. to set fair and responsible rewards for senior executives having regard to
			the performance of Jaxsta, the individual performance of management
			and the general external pay environment.
			A copy of the charter is available on Jaxsta’s website.
			The biographies and experience of the Committee members are set out in the
			Directors’ Report contained within the 2019 Annual Report.
			The number of times the RNC met and attendance to those meetings are set
			out in the Directors’ Report contained within the 2019 Annual Report.
			Prior to relisting, the function of the Nomination and Remuneration
			Committees were facilitated bythe whole of the Board.
2.2	Companies should have and disclose a Board skills matrix setting out	Yes	The Board with the assistance of the Remuneration and Nomination
	the mix of skills and diversity that the Board currently has or is		Committee is responsible for reviewing the size, composition and skills on the
	looking to achieve in its membership.		Board to ensure that it is able to discharge its duties and responsibilities
			effectively and to identify any gaps in the skills or experience of the Board.
			The current collective skills and experience of the Board are shown below.
			Skill/Experience Collective
			Board Skills
			Music Industry 50%
			Technology 75%
			Start-up 75%
			Government legislative process 50%
			Accounting 50%
			Finance 75%

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Principles	and	Recommendations	Comply Yes/ No	Explanation
				Law	50%
				Marketing	50%
				Information technology	75%
				Risk management	100%
				Human resources management	75%
				CEO and executive management	100%
				Strategy development and	100%
				implementation
				Previous board experience	100%
				Behavioural competency	100%

• 2.3 Companies 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.

• Yes

The composition of the Jaxsta Board as at the date of this Statement comprises a total of four Directors: three Non-Executive Directors (Brett Cottle, Linda Jenkinson and Jorge Nigaglioni) and one Executive Director (Jacqui Louez Schoorl). Detailed biographies setting out the experience and qualifications of each of the Directors are set out in the Directors’ Report contained in the 2019 Annual Report.

The length of service of each Director is set out as follows:

Director	Term
Brett Cottle Jacqui Louez Schoorl	28 December 2018 – current 28 December 2018 – current
Linda Jenkinson	28 December 2018 – current
Jorge Nigaglioni	7 March 2013 – current
Launa Inman	28 December 2018 – 25 February 2019
Tim McClement*	1 September 2012 – 28 December 2018
Robert Ken Gaunt*	31 August 2011 – 28 December 2018

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Principles and Recommendations	Principles and Recommendations	Comply Yes/ No	Explanation
			The Company considers that a Director is an independent Director where that
			Director is free from any business or other relationship that could materially
			interfere, or be perceived to interfere with, the independent exercise of the
			Director’s judgement. Jaxsta has also assessed the independence of its
			Directors having regard to the requirements for independence which are set
			out in Principle 2 of the ASX Principles and Recommendations.
			As at the date of this Statement, half of the Board, being two Directors, are
			considered to be independent Directors – Brett Cottle and Linda Jenkinson.
			Nigaglioni is not considered to be independent as he has held the role of Chief
			Financial Officer of the Company within the last 3 years, ceasing in that role on
			28 December 2018.
			Jacqui Louez Schoorl is not considered to be independent as she currently
			holds the role of Executive Director and Chief Executive Officer and is a
			substantial holder in the Company.
2.4	A majority of the Board should be independent Directors.	No	Refer explanation in item 2.3.
2.5	The Chair of the Board should be an independent Director and, in	Yes	Brett Cottle, the Chair of the Board is considered to be an independent
	particular, should not be the same person as the CEO.		Director and is not the Chief Executive Officer.
			Prior to relisting, Tim McClement held the role of Chair of the Board. Robert
			Ken Gaunt held the role of Chief Executive Officer prior to Jaxsta’s relisting.
2.6	Companies should have a program for inducting new Directors and	Yes	The Board Charter requires that the Company Secretary will arrange for a
	provide appropriate professional development opportunities for		newly appointed Director to undertake an induction program to help them
	Directors to develop and maintain the skills and knowledge needed		gain an understanding of: the Company’s operations and the industry sectors
	to perform their roles as Directors effectively.		in which it operates; the culture and values of the Company; the Company and
			Group’s financial, strategic, operational and risk management position; their
			rights,duties and responsibilities;and anyother relevant information.

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Principles and Recommendations	Principles and Recommendations	Comply Yes/ No	Explanation
			The Company Secretary will also assist in facilitating any professional
			development programs for the Board as required from time to time.
			The Board will determine the appropriate induction required on appointment
			of a new Director. This may include inviting Directors to have access to and
			meet with members of management, attend site visits and hear from external
			consultants and industry professionals on matters that may assist the Board.
			Since relisting, no new Directors were appointed to the Board.
3.	Act ethically and responsibly
3.1	Companies should:	Yes	Jaxsta’s Board considers that the Company’s reputation is critical to its ongoing
	(a) have a code of conduct for its Directors, senior executives and employees; and		success. The Board has adopted a Code of Conduct covering the standards of ethical behaviour that Jaxsta expects from its Directors, officers and employees.
	(b) disclose that code or a summary of it.		A copy of the Code of Conduct is available on Jaxsta’s website.
4.	Safeguard integrity in corporate reporting
4.1	The Board should:	Partially	On relisting, the Board established an Audit & Risk Committee (ARC). As at the
	(a) have an Audit Committee which:	comply	date of this Statement there are only two members of the ARC which are Linda Jenkinson (ARC Chair) and Brett Cottle, both of whom are considered to
	(i) has at least three members, all of whom are Non-Executive		be independent.
	Directors and a majority of whom are independent
	Directors; and		Committee membership during the period is as follows:
	(ii) is chaired by an independent Director, who is not the Chair of the Board,		Director Term Linda Jenkinson (ARC Chair) 28 December 2018 – current
	and disclose:		Brett Cottle 28 December 2018 – current

Director Term Linda Jenkinson (ARC Chair) 28 December 2018 – current Brett Cottle 28 December 2018 – current Launa Inman 28 December 2018 – 25 February 2019

(iii) the charter of the Committee;

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Principles	and	Recommendations	Comply Yes/ No	Explanation

• (iv) the relevant qualifications and experience of the members of the Committee; and

Linda Jenkinson is not the Chair of the Board.

• (v) 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

The composition of the ARC is currently considered appropriate given the current size of the Board and will be reviewed in future if the composition of the Board changes and new Directors are appointed.

• (b) if it does not have an Audit Committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.

The purpose of the Committee is to:

1. assist the Board to achieve its governance objectives in relation to:

2. financial reporting;

3. the application of accounting policies;

4. business policies and practices;

5. legal and regulatory compliance; and

6. internal control and risk management systems;

7. maintain and improve the quality, credibility and objectivity of the financial accountability process (including financial reporting on a consolidated basis);

8. promote a culture of compliance across the Jaxsta group;

9. provide a forum for communication between the Board and Jaxsta’s management team in relation to audit and compliance matters affecting Jaxsta;

10. ensure effective internal audit (if any) and external audit functions and communication between the Board and the internal auditor (if any) and external auditor; and

11. review and comment on Jaxsta’s management plans for managing the material financial and reporting risks faced by Jaxsta.

A copy of the charter is available on Jaxsta’s website.

The biographies and experience of the Committee members are set out in the Directors’ Report contained within the 2019 Annual Report.

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Principles and Recommendations	Principles and Recommendations	Comply Yes/ No	Explanation
			The number of times the ARC met and attendance to those meetings are set
			out in the Directors’ Report contained within the 2019 Annual Report.
			Prior to relisting, the function of the Audit & Risk Committees were facilitated
			by the whole of the Board.
4.2	The Board should, before it approves the entity’s financial	Yes	Prior to the Board approving Jaxsta’s financial reports (which includes its
	statements for a financial period, receive from its CEO and CFO a		quarterly cash flow report, half year report and annual report), it will ensure
	declaration that, in their opinion, the financial records of the entity		that it receives from the Chief Executive Officer and Chief Financial Operations
	have been properly maintained and that the financial statements		Officer a declaration in respect of those financial statements.
	comply with the appropriate accounting standards and give a true
	and fair view of the financial position and performance for the entity		Since relisting, the Board has obtained signed declarations from the Chief
	and that the opinion has been formed on the bases of a sound		Executive Officer and Chief Financial Operations Officer in respect of the
	system of risk management and internal control which is operating		quarterly, half year and annual reports prior to their approval.
	effectively.
4.3	Companies should ensure that its external auditor attends its AGM	Yes	As set out in the Audit and Risk Committee Charter, Jaxsta will ensure that its
	and is available to answer questions from security holders relevant to		external auditor will be present at each annual general meeting to be
	the audit.		available to answer shareholder questions in relation to the audit undertaken.
			Jaxsta will ensure that a representative from Walker Wayland Audit (WA) Pty
			Ltd attends its 2019 annual general meeting to be held in November 2019.
5.	Make timely and balance disclosure
5.1	Companies should:	Yes	Jaxsta has adopted a Continuous Disclosure Policy which sets out the
	(a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and		procedures that apply to the central collection, control, assessment and if required, release to the ASX, of information considered to be material.
	(b) disclose that policy or a summary of it.		A copy of the policy is available on Jaxsta’s website.
6.	Respect the rights of security holders

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Principles and Recommendations Comply Yes/ No	Explanation
6.1 Companies should provide information about itself and its governance to investors via its website. Yes	Jaxsta is committed to providing effective communication to its shareholders, market participants, customers, employees, financiers and other stakeholders. Jaxsta’s Board has adopted a Communications Policy which sets out Jaxsta’s approach and commitment to communication with the objective of providing stakeholders with balanced and understandable information about Jaxsta. Jaxsta provides information about its business, its Directors, officers and employees, its governance practices and its products on its website at www.jaxsta.com. Any announcement that Jaxsta makes to the ASX will be placed on its website which will include ASX announcements, quarterly, half yearly and annual reports, investor presentations, and notices of shareholder meetings. Jaxsta’s communications approach with its shareholders are set out in its Communications Policy. A copy of the Communications Policy is available on Jaxsta’s website.
6.2 Companies should design and implement an investor relations program to facilitate effective two-way communication with investors. Yes	Refer explanation for item 6.1.
6.3 Companies should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders. Yes	Refer explanation for item 6.1.
6.4 Companies should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. Yes	As a listed entity, Jaxsta encourages its shareholders to participate in general meetings by attending in person or by proxy. Shareholders are invited to contact Jaxsta directly by email at investor@jaxsta.comor by telephone on +61 2 8317 1000.

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Principles and Recommendations	Principles and Recommendations	Comply Yes/ No	Explanation
			Shareholders are able to contact Jaxsta’s Share Register, details of which are
			available on Jaxsta’s website.
7.	Recognise and manage risk
7.1	Companies should:	Partially	Refer explanation in item 4.1.
		comply

• (a) have a Committee or Committees to oversee risk, each of which:

• (i) has at least three members, a majority of whom are independent Directors; and

• (ii) is chaired by an independent Director,

and disclose:

  - (iii) the charter of the Committee;

  - (iv) the members of the Committee; and

  - (v) 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.

• 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.

Yes The Company has established a Risk Management Framework which is available on the Company’s website. The Board with the assistance of the ARC will annually review and evaluate the effectiveness of Jaxsta’s risk management framework to ensure that its internal control systems and processes are monitored and updated on an

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Principles and Recommendations	Principles and Recommendations	Comply Yes/ No	Explanation
			ongoing basis. In accordance with the Audit and Risk Committee Charter, the
			Board with the assistance of the Audit and Risk Committee will assess the
			adequacy, effectiveness and efficiency of the Risk Management Framework.
			During the period, the ARC reviewed Jaxsta’s Risk Management Framework
			and is satisfied that it remains sound.
7.3	Companies should disclose:	Yes	Given its size and nature of operations, Jaxsta does not have an internal audit
	(a) if it has an internal audit function, how the function is structured and what role it performs; or		function in place. Pursuant to the Audit and Risk Committee Charter, the Board with the assistance of the Audit and Risk Committee is responsible for evaluating and continually improving the effectiveness of its risk management
	(b) if it does not have an internal audit function, that fact and the		and internal control processes.
	processes it employs for evaluating and continually improving
	the effectiveness of its risk management and internal control
	processes.
7.4	Companies should disclose whether it has any material exposure to	Yes	Notwithstanding the material risks set out in its Prospectus dated 7
	economic, environmental and social sustainability risks and, if it does,		September 2018 and Cleansing Prospectus dated 15 May 2019, Jaxsta does
	how it manages or intends to manage those risks.		not believe that it has any material exposure to economic, environmental and
			social sustainabilityrisks.
8.	Remunerate fairly and responsibly
8.1	Companies should:	Partially	Refer explanation in item 2.1
	(a) have a Remuneration Committee which:	comply

• (i) has at least three members, a majority of whom are independent Directors; and

• (ii) is chaired by an independent Director,

and disclose:

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Principles	and	Recommendations	Comply Yes/ No	Explanation

  - (iii) the charter of the Committee;

  - (iv) the members of the Committee; and

  - (v) 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.

• 8.2 Companies should separately disclose its policies and practices regarding the remuneration of Non-Executive Directors and the remuneration of Executive Directors and other senior executives.

Yes

The Board with the assistance of the RNC is responsible for setting and reviewing the policies and practices of the Company regarding the remuneration of Non-Executive Directors and the remuneration of Executive Directors and other senior executives.

Policies and practices regarding remuneration of the Non-Executive Directors, Executive Directors and key personnel are disclosed in the Directors’ Report contained in the 2019 Annual Report of the Company.

• 8.3 A company 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

Yes

Jaxsta’s Securities Trading Policy sets out that Directors and senior executives who participate in Jaxsta’s equity based remuneration schemes are prohibited from entering into transactions which act to limit the economic risk any unvested entitlements.

• (b) disclose that policy or a summary of it.

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