VINYL GROUP LTD — Governance Information 2020

Sep 29, 2020

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Jaxsta Limited

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

2020 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.

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.

Disclosures within this 2020 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 2019 and 30 June 2020. The practices detailed in this Statement are current as at 30 September 2020.

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

• Communications Policy

• Board Charter

• Securities Trading Policy

• Diversity Policy

• Continuous Disclosure ● Remuneration & Policy Nomination Committee

• Risk Management Policy

  • Charter

• Audit & Risk Committee Charter

• Code of Conduct

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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
		(a) the respective roles and responsibilities of its Board and management; 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.
		(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:	Yes	Prior to their appointment as Directors, Jaxsta undertook background
		(a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate		checks in respect to the prospective Directors’ character, criminal history, education and bankruptcy with no adverse findings.
		for election, as a Director; and		Pursuant it its Board Charter, Jaxsta will provide security holders with
		(b) provide security holders with all material information in		material information in respect to putting forward a candidate for
		its possession relevant to a decision on whether or not to		election or re-election as a Director as part of its notice of meeting.
		elect or re-elect a Director.
	1.3	Companies should have a written agreement with each	Yes	Jaxsta has in place written agreements with each of its Directors and
		Director and senior executive setting out the terms of their		senior executives setting out the terms of their appointment.
		appointment.
	1.4	The Company Secretary of a listed entity should be	Yes	Jaxsta’s Board Charter sets out that the Company Secretary is
		accountable directly to the Board, through the Chair, on all		accountable directly to the Board, through the Chair, on all matters to
		matters to do with the proper functioning of the Board.		do with the proper functioning of the Board.
				Persons who held the role of Company Secretary during the period is
				set out below:
				Company Secretary Term

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Jorge Nigaglioni 20 July 2020 - Current Shelley Burger 10 August 2019 – 21 July 2020 Naomi Dolmatoff 28 December 2018 – 10 August 2019

Jorge Nigaglioni is also an Executive Director of the Company and additionally holds the role of Chief Financial Officer General 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;

Yes

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.

• (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:

• (i) 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

• (ii) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.

The Board will set its measurable diversity objectives for the 2021 financial year which will be reported in future corporate governance statements. It has deferred setting these measures until FY2021 as it dealt with COVID-19 impact during the year.

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

		Female	Male
Board		2 (40%)	3 (60%)
Senior	executives*	1 (25%)	3 (75%)
Whole	organisation	12 (52%)	11 (48%)

*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.

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	1.6	Companies should:	Yes	The Board Charter requires that Jaxsta annually evaluate the
		(a) have and disclose a process for periodically evaluating the performance of the Board, its Committees and		performance of the Board, its Committees (if established) and individual Directors.
		individual Directors; and		The Board delayed the performance review as it focused its attention
		(b) disclose, in relation to each reporting period, whether a		to guiding the Company through COVID-19. The Board has agreed to
		performance evaluation was undertaken in the reporting		complete the performance review by the end of 2020.
		period in accordance with that process.
	1.7	Companies should:	Yes	The Chief Executive Officer is responsible for and will ensure that an
		(a) have and disclose a process for periodically evaluating		annual evaluation performance of senior executives is undertaken.
		the performance of its senior executives; and		A performance evaluation in respect of the calendar year 2020 is
		(b) disclose in relation to each reporting period, whether a		planned to be conducted at the end of the year for all senior
		performance evaluation was undertaken in the reporting		management. A performance assessment of the CEO will also be
		period in accordance with that process.		conducted by the Chair at that time.
	2.	Structure the Board to add value?
	2.1	The Board should:	Partially	The Board established a Remuneration and Nomination Committee
		(a) have a Nomination Committee which:	comply	(RNC). As at the date of this Statement there are only two independent members of the RNC which are Brett Cottle (RNC Chair)
		(i) has at least three members, a majority of whom are		and Linda Jenkinson, both of whom are considered to be independent.
		independent Directors; and
		(ii) is chaired by an independent Director,		Committee membership during the period is as follows:
		and disclose		Director Term
		(iii) the charter of the Committee;		Brett Cottle (RNC Chair*) 28 December 2018 – current
		(iv) the members of the Committee; and		Linda Jenkinson 28 December 2018 – current
		(v) as at the end of each reporting period, the number of		* Brett has held the role of RNC Chair since 25 February 2019.
		times the Committee met throughout the period and the individual attendance of the members at those		The composition of the RNC is currently considered appropriate given the current size of the Board and will be reviewed in future if the
		meetings; or		composition of the Board changes and new Directors are appointed.

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• (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 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

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 2020 Annual Report.

The number of times the RNC met and attendance to those meetings are set out in the Directors’ Report contained within the 2020 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	Yes	The Board with the assistance of the Remuneration and Nomination
	setting out the mix of skills and diversity that the Board		Committee is responsible for reviewing the size, composition and
	currently has or is looking to achieve in its membership.		skills on the 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.

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Skill/Experience	Collective	Skill/Experience	Collective
	Board Skills		Board Skills
Music Industry	40%	Information	60%
		technology
Technology	60%	Risk management	80%
Start-up	80%	Human resources	100%
		management
Government	60%	CEO and executive	100%
legislative process		management
Accounting	60%	Strategy development	100%
		and implementation
Finance	80%	Previous board	100%
		experience
Law	40%	Behavioural	100%
		competency
Marketing	80%

• 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 five Directors: three Non-Executive Directors (Brett Cottle, Linda Jenkinson and Ken Gaunt) and two Executive Director (Jacqui Louez Schoorl and Jorge NIgaglioni). 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 Brett Cottle	Term 28 December 2018 – current
Jacqui Louez Schoorl	28 December 2018 – current
Linda Jenkinson	28 December 2018 – current
Jorge Nigaglioni	7 March 2013 – current
Robert Ken Gaunt*	23 March 2020 – current

The Company considers that a Director is an independent Director where that Director is free from any business or other relationship

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			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, 40% of the Board, being two
			Directors, are considered to be independent Directors – Brett Cottle
			and Linda Jenkinson.
			Ken Gaunt is not considered to be independent as he has held the
			role of Chief Executive Officer of the Company within the last 3 years,
			ceasing in that role on 28 December 2018.
			Jorge Nigaglioni is not considered to be independent as he currently
			holds the role of Executive Director and Chief Financial Officer.
			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	Yes	Linda Jenkinson, the Chair of the Board is considered to be an
	and, in particular, should not be the same person as the CEO.		independent Director and is not the Chief Executive Officer.
2.6	Companies should have a program for inducting new	Yes	The Board Charter requires that the Company Secretary will arrange
	Directors and provide appropriate professional development		for a newly appointed Director to undertake an induction program to
	opportunities for Directors to develop and maintain the skills		help them gain an understanding of: the Company’s operations and
	and knowledge needed to perform their roles as Directors		the industry sectors in which it operates; the culture and values of
	effectively.		the Company; the Company and Group’s financial, strategic,
			operational and risk management position; their rights, duties and
			responsibilities; and any other relevant information.

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				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 mayassist the Board.
	3.	Act ethically and responsibly
	3.1	Companies should:	Yes	Jaxsta’s Board considers that the Company’s reputation is critical to
		(a) have a code of conduct for its Directors, senior executives and employees; and		its ongoing 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	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 Brett Cottle (ARC Chair) and Linda Jenkinson, both of whom are
		(i) has at least three members, all of whom are		considered to be independent.
		Non-Executive 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 Brett Cottle (ARC Chair) 28 December 2018 – current
		and disclose:		Linda Jenkinson 28 December 2018 – current
		(iii) the charter of the Committee;		Brett Cottle is not the Chair of the Board.
		(iv) the relevant qualifications and experience of the
		members of the Committee; and		The composition of the ARC is currently considered appropriate given
		(v) in relation to each reporting period, the number of times the Committee met throughout the period		the current size of the Board and will be reviewed in future if the composition of the Board changes and new Directors are appointed.

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• and the individual attendances of the members at those meetings; or

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

The 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.

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.

• 4.2 The Board 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

• Yes

• Prior to the Board approving Jaxsta’s financial reports (which includes its quarterly cash flow report, half year report and annual report), it will ensure that it receives from the Chief Executive Officer and Chief Financial Operations Officer a declaration in respect of those financial statements.

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		position and performance for the entity and that the opinion		The Board has obtained signed declarations from the Chief Executive
		has been formed on the bases of a sound system of risk		Officer and Chief Financial Operations Officer in respect of the
		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	Yes	As set out in the Audit and Risk Committee Charter, Jaxsta will ensure
		its AGM and is available to answer questions from security		that its external auditor will be present at each annual general
		holders relevant to the audit.		meeting to be available to answer shareholder questions in relation
				to the audit undertaken.
				Jaxsta will ensure that a representative from Grant Thornton attends
				its 2020 annual general meeting to be held in November 2020.
	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 copyof thepolicyis available on Jaxsta’s website.
	6.	Respect the rights of security holders
	6.1	Companies should provide information about itself and its	Yes	Jaxsta is committed to providing effective communication to its
		governance to investors via its website.		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,halfyearly

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				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	Yes	Refer explanation for item 6.1.
		relations program to facilitate effective two-way
		communication with investors.
	6.3	Companies should disclose the policies and processes it has	Yes	Refer explanation for item 6.1.
		in place to facilitate and encourage participation at meetings
		of security holders.
	6.4	Companies should give security holders the option to receive	Yes	As a listed entity, Jaxsta encourages its shareholders to participate in
		communications from, and send communications to, the		general meetings by attending in person or by proxy. Shareholders
		entity and its security registry electronically.		are invited to contact Jaxsta directly by email atinvestor@jaxsta.com
				or by telephone on +61 2 8317 1000.
				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.
		(a) have a Committee or Committees to oversee risk, each of	comply
		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

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  - (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 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: (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.

• 7.4 Companies should disclose whether it has any material exposure to economic, environmental and social

	Yes	Given its size and nature of operations, Jaxsta does not have an
		internal audit 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 and internal
		control processes.
	Yes	Jaxsta does not believe that it has any material exposure to
		economic,environmental and social sustainabilityrisks not

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sustainability risks and, if it does, how it manages or intends previously disclosed in its prospectus, annual report or previous to manage those risks. corporate governance statement.

8. Remunerate fairly and responsibly

• 8.1 Companies should: Partially Refer explanation in item 2.1 comply

• (a) have a Remuneration Committee 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 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 2020 Annual Report of the Company.

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• 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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