VINYL GROUP LTD — Governance Information 2022

Sep 19, 2022

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Jaxsta Limited

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

2022 Corporate Governance Statement

This Corporate Governance Statement of Jaxsta Limited (the ‘company’) has been prepared in accordance with the 4th Edition of the Australian Securities Exchange’s (‘ASX’) Corporate Governance Principles and Recommendations of the ASX Corporate Governance Council (‘ASX Principles and Recommendations’).

This statement has been approved by the company’s Board of Directors (‘Board’) and is current as at 19 September 2022. This statement has also been posted to the corporate governance section of the company’s website at www.jaxsta.com/info/governance-documents.

recommendations are set out below.

Disclosures within this 2022 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 2021 and 30 June 2022. The practices detailed in this Statement are current as at 19 September 2022.

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

The company’s ASX Appendix 4G, which is a checklist cross-referencing the ASX Principles and Recommendations to the relevant disclosures in either this statement, the company’s website or Annual Report, has been filed with the ASX on 19 September 2022.

The ASX Principles and Recommendations and the company’s response as to how and whether it follows those

• Communications Policy

• Board Charter

• ●

• Securities Trading Policy Diversity Policy

• ● Continuous Disclosure ● Remuneration & Policy Nomination Committee

• ● Charter

• Risk Management Policy

• ● Code of Conduct

• Audit & Risk Committee Charter

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Principles and Recommendations	Principles and Recommendations	Comply Yes / No	Explanation
1.	Lay solid foundations for management and oversight
	**A listed entity should clearly delineate the respective roles **	and responsibilities of its board and management and regularly review their
	performance.
1.1	A listed entity should have and disclose a board charter	Yes	The Board Charter sets out the role, responsibilities, structure and
	setting out:		processes of the Board and assists the Board to provide strategic
	(a) the respective roles and responsibilities of its board and management; and		guidance for Jaxsta and effective oversight of the management of the Jaxsta group.
	(b) those matters expressly reserved to the board and those		The Chief Executive Offcer has delegated authority by the Board to
	delegated to management.		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 for		checks in respect to the prospective Directors’ character, criminal history, education and bankruptcy with no adverse fndings.
	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:

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Company Secretary Term Jorge Nigaglioni 20 July 2020 - Current

Jorge Nigaglioni is also an Executive of the Company with the role of Chief Financial Officer 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 has set its measurable diversity objectives for the 2022 financial year at a 50% gender proportion for the Company and 30% for the Board which will be reported in corporate governance statements.

The respective proportion of men and women on the Board, in senior executive positions and across the whole organisation as at 31 August 2022:

2022:
	Female	Male
Board	1 (25%)	3 (75%)
Senior executives*	2 (50%)	2 (50%)
Whole organisation	8 (40%)	12 (60%)

*Senior Executives refer to a head of department

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

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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.

The Board made changes to its composition during the year and will perform a review upon the first year anniversary of the updated board.

• 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 2022 is planned to be conducted at the end of the year for all senior management. A performance assessment of the new CEO will also be conducted by the Chair at that time.

2. Structure the Board to add value?

• 2.1 The Board should: (a) have a Nomination 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

Partially The Board established a Remuneration and Nomination Committee comply ( RNC ). As at the date of this Statement the Board has reverted to operating the committee by the board as a whole. There are four independent members that can participate in the RNC when the Company restarts it operation: Stephen Gledden, Ben Katovsky, Ken Gaunt and Linda Jenkinson.

Committee membership during the period is as follows:

• (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

The Board as a whole operated the RNC.

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:

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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.

• 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;

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

• provide oversight that Jaxsta observes those remuneration policies and practices; and

• 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 2022 Annual Report.

The number of times the RNC met and attendance to those meetings are set out in the Directors’ Report contained within the 2022 Annual Report.

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.

Skill/Experience	Collective	Skill/Experience	Collective
	Board Skills		Board Skills
Music Industry	25%	Information	100%
		technology

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Technology	75%	Risk management	50%
Start-up	100%	Human resources	100%
		management
Government	25%	CEO and executive	100%
legislative process		management
Accounting	50%	Strategy development	100%
		and implementation
Finance	75%	Previous board	75%
		experience
Law	25%	Behavioural	100%
		competency
Marketing	75%

• 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: four Non-Executive Directors (Ben Katovsky, Stephen Gledden, Linda Jenkinson and Ken Gaunt). Detailed biographies setting out the experience and qualifications of each of the Directors are set out in the Directors’ Report contained in the 2022 Annual Report.

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

Director	Term
Ben Katovsky Stephen Gledden	1 July 2022 – current 1 July 2022 – current
Linda Jenkinson	28 December 2018 – 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 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.

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As at the date of this Statement, 100% of the Board, being all four Directors, are considered to be independent Directors – Ben Katovsky, Stephen Gledden, Ken Gaunt and Linda Jenkinson.

2.4	A majority of the Board should be independent Directors.	Yes	Refer explanation in item 2.3.
2.5	The Chair of the Board should be an independent Director and,	Yes	Linda Jenkinson, the Chair of the Board is considered to be an
	in particular, should not be the same person as the CEO.		independent Director and is not the Chief Executive Offcer.
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 the
	effectively.		Company; the Company and Group’s fnancial, strategic, operational

The Board Charter requires that the Company Secretary will arrange for a newly appointed Director to undertake an induction program to help them gain an understanding of: the Company’s operations and the industry sectors 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 any other relevant information.

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.

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, offcers 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

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• 4.1 The Board should:

• (a) have an Audit Committee which:

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

  • (ii) is chaired by an independent Director, who is not the Chair of the Board,

Partially comply

The Board established an Audit & Risk Committee ( ARC ). As at the date of this Statement the Board has reverted to operating the committee by the board as a whole. There are four independent members that can participate in the ARC when the Company restarts it operation: Stephen Gledden, Ben katovsky, Ken Gaunt and Linda Jenkinson.

Committee membership during the period is as follows:

and disclose:

• (iii) the charter of the Committee;

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

• (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

• (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 Board as a whole operated the RNC.

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.

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.

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			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 2022 Annual Report.
			The number of times the ARC met and attendance to those meetings
			are set out in the Directors’ Report contained within the 2022 Annual
			Report.
4.2	The Board should, before it approves the entity’s fnancial statements for a fnancial period, receive from its CEO and CFO a declaration that, in their opinion, the fnancial records of the entity have been properly maintained and that the	Yes	Prior to the Board approving Jaxsta’s fnancial reports (which includes its quarterly cash fow report, half year report and annual report), it will ensure that it receives from the Chief Executive Offcer and Chief Financial Offcer a declaration in respect of those fnancial
	fnancial statements comply with the appropriate accounting standards and give a true and fair view of the fnancial		statements.
	position and performance for the entity and that the opinion has been formed on the bases of a sound system of risk		The Board has obtained signed declarations from the Chief Executive Offcer and Chief Financial Offcer in respect of the quarterly, half year
	management and internal control which is operating		and annual reports prior to their approval.
	effectively.
4.3	Companies should ensure that its external auditor attends its	Yes	As set out in the Audit and Risk Committee Charter, Jaxsta will ensure
	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 2022 annual general meeting to be held in November 2022.
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.

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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, fnanciers
			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, offcers
			and employees, its governance practices and its products on its
			website atwww.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	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 are
	entity and its security registry electronically.		invited to contact Jaxsta directly by email atinvestor@jaxsta.comor
			by telephone on +61 2 8317 1000.

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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:

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

Partially Refer explanation in item 4.1. comply

• (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 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.

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			During the period, the ARC reviewed Jaxsta’s Risk Management
			Framework and is satisfed that it remains sound.
7.3	Companies should disclose:	Yes	Given its size and nature of operations, Jaxsta does not have an
	(a) if it has an internal audit function, how the function is structured and what role it performs; or		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
	(b) if it does not have an internal audit function, that fact		improving the effectiveness of its risk management and internal
	and the processes it employs for evaluating and		control processes.
	continually improving the effectiveness of its risk
	management and internal control processes.
7.4	Companies should disclose whether it has any material	Yes	Jaxsta does not believe that it has any material exposure to economic,
	exposure to economic, environmental and social		environmental and social sustainability risks not previously
	sustainability risks and, if it does, how it manages or intends		disclosed in its prospectus, annual report or previous corporate
	to manage those risks.		governance statement.
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:

• (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

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(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 Yes The Board with the assistance of the RNC, when in operation, is practices regarding the remuneration of Non-Executive responsible for setting and reviewing the policies and practices of the Directors and the remuneration of Executive Directors and Company regarding the remuneration of Non-Executive Directors and other senior executives. 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 2022 Annual Report of the Company. 8.3 A company which has an equity-based remuneration scheme Yes Jaxsta’s Securities Trading Policy sets out that Directors and senior should: executives who participate in Jaxsta’s equity based remuneration schemes are prohibited from entering into transactions which act to (a) have a policy on whether participants are permitted to limit the economic risk any unvested entitlements. 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.

The Board with the assistance of the RNC, when in operation, 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 2022 Annual Report of the Company.

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