XREALITY GROUP LTD — Governance Information 2015

Aug 24, 2015

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ACN: 154 103 607 Level 2, 201 Miller Street, North Sydney NSW 2060

25 August 2015

Manager, Market Announcements Office ASX Limited Level 4, Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

INDOOR SKYDIVE AUSTRALIA GROUP LIMITED (IDZ) APPENDIC 4G AND CORPORATE GOVERNANCE STATEMENT

Please find attached the Appendix 4G and Corporate Governance Statement in accordance with Listing Rules 4.7.3 and 4.10.3.

Yours faithfully

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Fiona Yiend Company Secretary & General Counsel

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

Indoor Skydive Australia Group Limited

ABN/ARBN	ABN/ARBN	Financialyear ended
39 154 103 607		30 June 2015

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

• these pages of our annual report:

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• this URL on our website: http://www.indoorskydiveaustralia.com.au/skydivecompany/chartersand-policies/

The Corporate Governance Statement is accurate and up to date as at 25 August 2015 and has been approved by the board.

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

Date here: 25 August 2015

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Sign here: _______ ~~Director/~~ company secretary

Print name: _Fiona Yiend______

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

2 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found.

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ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOTfollowed 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 that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here … and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management):  at this location: In our Board Charter which may be accessed at http://www.indoorskydiveaustralia.com.au/skydivecompany/charters- and-policies/	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable
	1.2	A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable
	1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOTfollowed 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 StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable
1.5	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 entityis a “relevant	… the fact that we have a diversity policy that complies with paragraph (a):  in our Corporate Governance StatementOR  at this location: ______ Insert location here_ … and a copy of our diversity policy or a summary of it:  at this location: ______ _Insert location here … the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them:  in our Corporate Governance StatementOR  at this location: ______ Insert location here_ … and the information referred to in paragraphs (c)(1) or (2):  in our Corporate Governance StatementOR  at this location: ______ _Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a):  in our Corporate Governance StatementOR  at this location: ______ Insert location here_ … and the information referred to in paragraph (b):  in our Corporate Governance StatementOR  at this location: ______ _Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a):  in our Corporate Governance StatementOR  at this location: ______ Insert location here_ … and the information referred to in paragraph (b):  in our Corporate Governance StatementOR  at this location: ______ _Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council We have followed the recommendation in full for the whole of the recommendation period above. We have disclosed … PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …

Corporate Governance Council recommendation	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 NOTfollowed 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 StatementOR  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 (4) and (5):  in our Corporate Governance StatementOR  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 StatementOR  at this location: ______ _Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable ISA Group has a Nomination & Remuneration Committee comprising two directors of whom one is independent and chair of the Committee. In all other respects ISA Group complies with recommendation 2.1. A copy of the Nomination & Remuneration Committee Charter is available at http://www.indoorskydiveaustralia.com.au/skydivecompany/charters- and-policies/ and details of the members and attendance at meetings is set out at page 6 of our 2015 Annual Report available at www.indoorskydive.com.au.

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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 NOTfollowed 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 StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	… the names of the directors considered by the board to be independent directors:  in our Corporate Governance StatementOR  at this location: ______ Insert location here_ … where applicable, the information referred to in paragraph (b):  in our Corporate Governance StatementOR  at this location: ______ _Insert location here … the length of service of each director:  in our Corporate Governance StatementOR  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 that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable

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	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOTfollowed 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 fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable
	2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable
	PRINCIPLE 3– ACT ETHICALLY AND RESPONSIBLY
	3.1	A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	… our code of conduct or a summary of it:  in our Corporate Governance StatementOR  at this location: http://www.indoorskydiveaustralia.com.au/skydivecompany/charters- and-policies/ Insert location here	 an explanation why that is so in our Corporate Governance Statement
	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	[If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2):  in our Corporate Governance StatementOR  at this location: _________ Insert location here … and a copy of the charter of the committee:	 an explanation why that is so in our Corporate Governance Statement ISA Group has an Audit & Risk Committee comprising two directors of whom one is independent. In all other respects ISA Group complies with recommendation 4.1. A copy of the Audit & Risk Committee Charter is available at http://www.indoorskydiveaustralia.com.au/skydivecompany/charters- and-policies/ and details of the members and attendance at meetings is set out at page 6 of our 2015 Annual Report available at www.indoorskydive.com.au.

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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 NOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	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.	 at this location: ______ Insert location here_ … and the information referred to in paragraphs (4) and (5):  in our Corporate Governance StatementOR  at this location: ______ _Insert location here [If the entity complies with paragraph (b):] … the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner:  in our Corporate Governance StatementOR  at this location: _________ Insert location here

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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 NOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance Statement
	4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity that does not hold an annual general meeting and this recommendation is therefore not applicable
	PRINCIPLE 5– MAKE TIMELY AND BALANCED DISCLOSURE
	5.1	A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it:  in our Corporate Governance StatementOR  at this location: http://www.indoorskydiveaustralia.com.au/skydivecompany/charters- and-policies/	 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 NOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	PRINCIPLE 6– RESPECT THE RIGHTS OF SECURITY HOLDERS
	6.1	A listed entity should provide information about itself and its governance to investors via its website.	… information about us and our governance on our website:  at this location: http://www.indoorskydiveaustralia.com.au/skydivecompany/charters- and-policies/	 an explanation why that is so in our Corporate Governance Statement
	6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance Statement
	6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	… our policies and processes for facilitating and encouraging participation at meetings of security holders:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity that does not hold periodic meetings of security holders and this recommendation is therefore not applicable
	6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance Statement
	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	[If the entity complies with paragraph (a):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2):  in our Corporate Governance StatementOR  at this location:	 an explanation why that is so in our Corporate Governance Statement ISA Group has an Audit & Risk Committee comprising two directors of whom one is independent. In all other respects ISA Group complies with recommendation 8.1. A copy of the Audit & Risk Committee Charter is available at

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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 NOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings;OR (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	______ 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 (4) and (5):  in our Corporate Governance StatementOR  at this location: ______ Insert location here_ [If the entity complies with paragraph (b):] … the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework:  in our Corporate Governance StatementOR  at this location: ______ _Insert location here	http://www.indoorskydiveaustralia.com.au/skydivecompany/charters- and-policies/ and details of the members and attendance at meetings is set out at page 6 of our 2015 Annual Report available at www.indoorskydive.com.au.
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that we follow this recommendation:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance Statement
7.3	A listed entity should disclose:	[If the entity complies with paragraph (a):]	 an explanation whythat is so in our Corporate Governance

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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 NOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
		(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.	… how our internal audit function is structured and what role it performs:  in our Corporate Governance StatementOR  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 StatementOR  at this location: ______ _Insert location here	Statement
	7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance Statement
	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,	[If the entity complies with paragraph (a):] … the fact that we have a remuneration committee that complies with paragraphs (1) and (2):  in our Corporate Governance StatementOR  at this location: _________ Insert location here … and a copy of the charter of the committee:	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable ISA Group has a Nomination & Remuneration Committee comprising two directors of whom one is independent and chair of the Committee. In all other respects ISA Group complies with recommendation 2.1. A copy of the Nomination & Remuneration Committee Charter is available at http://www.indoorskydiveaustralia.com.au/skydivecompany/charters-

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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 NOTfollowed the recommendation in full for the whole of the period above. We have disclosed …
	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.	 at this location: ______ Insert location here_ … and the information referred to in paragraphs (4) and (5):  in our Corporate Governance StatementOR  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 StatementOR  at this location: _________ Insert location here	and-policies/ and details of the members and attendance at meetings is set out at page 6 of our 2015 Annual Report available at www.indoorskydive.com.au.
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 this location: See our Remuneration Report set out at pages 10 to 17 of our 2015 Annual Report available at www.indoorskydive.com.au	 an explanation why that is so in our Corporate Governance StatementOR  we are an externally managed entity and this recommendation is therefore not applicable

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	Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOTfollowed 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 on this issue or a summary of it:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance StatementOR  we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR  we are an externally managed entity and this recommendation is therefore not applicable
	ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
	-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	… the information referred to in paragraphs (a) and (b):  in our Corporate Governance StatementOR  at 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 terms governing our remuneration as manager of the entity:  in our Corporate Governance StatementOR  at this location: _________ Insert location here	 an explanation why that is so in our Corporate Governance Statement

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Statement of Corporate Governance

As at: 25 August 2015

Indoor Skydive Australia Group Limited ACN 154 103 607

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Corporate Governance Statement

This statement reports on the main corporate governance practices of Indoor Skydive Australia Group Limited ( ISA Group or the Company ) as at 25 August 2015 and has been approved by the ISA Group Board of Directors.

This statement has been prepared with reference to the 3[rd] edition of the ASX Corporate Governance Council’s Corporate Governance Principals and Recommendations. Where ISA Group’s compliances with the Recommendations is reflected in a separate document or policy, a reference to the location of that document or policy is included in this statement. References in this statement to “reporting period” are to the financial year ended 30 June 2015.

PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

Recommendation	ISA Group’s Compliance with the Recommendation
1.1 Role of Board and Management	The ISA Group Board has adopted a charter which sets out the specific roles and responsibilities of the Board, the matters expressly reserved to the Board and the matters delegated to management. The Board Charter operates in conjunction with the charters for the Remuneration and Nomination Committee and the Audit and Risk Committee. A copy of each of the Charters is available in the Corporate Governance Section of ISA Group’s website: www.indoorskydive.com.au
1.2 Information regarding election and re-election of director candidates	ISA Group carefully considers the character, experience, education and skillset, as well as interest and associations of potential candidates for appointment to the Board and conducts appropriate checks to verify the suitability of the candidate prior to their appointment. ISA Group ensures that all material information in its possession relevant to a shareholder’s decision whether or not to elect or re-elect a director is provided to shareholders in the ISA Group’s Notice of Annual General Meeting.
1.3 Written contracts of appointment	Each director and senior executive of ISA Group has an agreement in writing with the Company which sets out the terms and conditions of their appointment including their duties, roles and responsibilities, remuneration and rights on termination, amongst other things. Contract details of senior executives who are KMP are summarised in the Remuneration Report on page 21 of the 2015 Annual Report which is available at www.indoorskydive.com.au.
1.4 Company Secretary	The Company Secretary is responsible to the Board, through the Chairman, on all corporate governance matters. Each Director is entitled to access the advice and services of the Company Secretary. In accordance with ISA Group’s Constitution, the appointment and removal of the Company Secretary is a matter for the Board. Details of the Company Secretary’s experience and qualifications are set out on page 9 of the 2015 Annual Report.

Corporate Governance Statement

Recommendation	ISA Group’s Compliance with the Recommendation
1.5 Diversity Policy	ISA Group does not discriminate on any grounds and determines all appointments and reviews solely on merit. Given ISA Group’s stage of development and its size, the Board does not consider it appropriate to set measurable objectives based on gender. As at 25 August 2015, ISA Group had a total of: • 20 female employees out of a total of 49 employees; • 1 female senior executives out of a total of 5 senior executives; and • No female directors on the Board. For the purpose of the above senior executive has been defined as those roles reporting directly to the Chief Executive Officer and the Chief Executive Officer.
1.6 Board Reviews	ISA Group reviews the performance of executive directors annually as part of the annual review of employee’s performance and remuneration. Review of the performance of the Board, its committees and the individual non-executive directors has been undertaken on an ad hoc basis. As the Company continues to develop a more formal process of Board assessment will be considered.
1.7 Management Reviews	ISA Group has a formal process for the annual evaluation of the performance of its senior executives taking to account criteria such as the achievement of individual and company goals, individual performance and adherence to key company values. The evaluation process includes a self-assessment process and an agreed goals and development plan which forms part of the criteria of assessment in the following year. Any recommendations relating to the remuneration of senior executives is submitted to the Nomination and Remuneration Committee for review and approval before being submitted to the Board.

PRINCIPLE 2 – STRUCTURE THE BOARD TO ADD VALUE

Recommendation ISA Group’s Compliance with the Recommendation

Recommendation ISA Group’s Compliance with the Recommendation

2.1 Nominations Committee

ISA Group has a Nomination and Remuneration Committee which comprises 2 non-executive directors; Ken Gillespie and Stephen Baxter. Mr Gillespie is the Committee Chairman and is also independent. Mr Baxter is not independent. The Nomination and Remuneration Committee Charter is available in the Corporate Governance Section of ISA Group’s website: www.indoorskydive.com.au. Details of the number of committee meetings and the attendance of committee members at those meetings is set out on page 9 of the 2015 Annual Report which is available at www.indoorskydive.com.au.

Corporate Governance Statement

Recommendation	ISA Group’s Compliance with the Recommendation
2.2 Board skills matrix	The ISA Group Board has a diverse mix of skills including: • experience in dealing with high levels of government including the defence force; • experience in strategic leadership; • high level of business acumen including entrepreneurial experience; • financial services skills including reporting requirements; • International indoor skydiving experience and freefall qualifications. ISA Group aspires to maintain a board comprised of individuals with diverse experience and expertise. We anticipate making and additional appointment to the Board when an appropriately qualified individual is identified and our circumstances make it appropriate. Further details regarding the skills and experience of each Director are included on pages 8 and 9 of the Directors’ Report within the 2015 Annual Report which is available at www.indoorskydive.com.au.
2.3 Disclose Independence and length of service	ISA Group considers a director to be independent if the director is independent of management and free from any business or other relationship which could materially interfere or could reasonably be perceived to interfere materially with the director’s exercise of their judgement. Ken Gillespie (appointed October 2012) and David Murray (appointed February 2014) are both considered by the Board to be independent. Stephen Baxter (appointed August 2012), Wayne Jones (appointed November 2011) and Danny Hogan (appointed November 2011) are not considered by the Board to be independent.
2.4 Majority of Directors Independent	ISA Group does not have a majority of independent directors on its Board. The Board considers this to be appropriate taking into account the developmental stage of the company and the diverse skill set of the current directors.
2.5 Chair Independent	Ken Gillespie, the Chairman of the Board, is an independent non-executive director and is not the CEO of the Company.
2.6 Induction and Professional Development	New directors are provided with detailed information on the Company including policies and charters and meet with members of senior management and the Board as part of their induction process. All Directors are expected to maintain the skills required to discharge their obligations to ISA Group. Directors are encouraged to undertake continuing professional education. Where appropriate approved continuing professional education is paid for by ISA Group.

Corporate Governance Statement

PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY

Recommendation ISA Group’s Compliance with the Recommendation

Recommendation ISA Group’s Compliance with the Recommendation

3.1 Code of Conduct

ISA Group has adopted a Code of Conduct which has been fully endorsed by the Board and applies to all ISA Group employees and directors. The Code is regularly reviewed and updated as necessary to incorporate the practices necessary to maintain confidence in the Company’s integrity and to reflect the highest ethical standards. A copy of the Code of Conduct is available in the Corporate Governance Section of ISA Group’s website: www.indoorskydive.com.au.

PRINCIPLE 4 – SAFEGUARD INTEGRITY IN FINANCIAL REPORTING

Recommendation	ISA Group’s Compliance with the Recommendation
4.1 Audit Committee	ISA Group has an Audit and Risk Committee which is comprised of Stephen Baxter (Committee Chairman) and Ken Gillespie who is independent. The Committee is responsible for risk management and oversight of ISA Group’s financial reporting policies and other operational risk areas. The Audit and Risk Committee Charter is available in the Corporate Governance Section of ISA Group’s website: www.indoorskydive.com.au. Details of the relevant qualifications and experience of members, the number of committee meetings and the attendance of committee members at those meetings is set out on page 9 of the 2015 Annual Report which is available at www.indoorskydive.com.au.
4.2 CEO and CFO Certification of Financial Statements	The Board has received a declaration in the form set out in Recommendation 4.2 (and provided under s295A of the Corporations Act) from its CEO and CFO in relation to the financial statements for the financial period ended 30 June 2015.
4.3 External Auditor at AGM	ISA Group’s external auditor attends each AGM and a formal opportunity to ask questions of the auditor relevant to the audit is included in the AGM proceedings.

PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE

Recommendation ISA Group’s Compliance with the Recommendation	Recommendation ISA Group’s Compliance with the Recommendation
5.1 Policy for Continuous Disclosure	ISA Group has a Continuous Disclosure Policy that outlines the processes followed by the Company to ensure compliance with its continuous disclosure obligations under the Listing Rules. A copy of the Continuous Disclosure Policy is available in the Corporate Governance Section of ISA Group’s website: www.indoorskydive.com.au

Corporate Governance Statement

PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS

Recommendation	ISA Group’s Compliance with the Recommendation
6.1 Information on website	Information about ISA Group and its operations is located on the ISA Group website at www.indoorskydive.com.au.The Corporate Governance page provides information on ISA Group’s governance practices and included links to the relevant policies and charters.
6.2 Investor Relations Program	ISA Group has adopted a Communications Policy which should be read in conjunction with the Continuous Disclosure Policy referred to above. The Communications Policy sets out how ISA Group will keep all shareholders and potential shareholders up to date about the affairs of ISA Group. A copy of the Communications Policy is available in the Corporate Governance Section of ISA Group’s website: www.indoorskydive.com.au.
6.3 Facilitate participation at meetings of security holders	The ISA Group Communications Policy sets out the policies and processes ISA Group has in place to facilitate and encourage participation at shareholder meetings. Shareholders are encouraged to participate in general meetings and are given an opportunity to ask questions of the Company and its auditors at the AGM. A copy of the Communications Policy is available in the Corporate Governance Section of ISA Group’s website: www.indoorskydive.com.au.
6.4 Facilitate electronic communications	ISA Group gives its security holders the option to receive communications from, and send communications to, the Company and its registry (Boardroom Pty Ltd) electronically.

PRINCIPLE 7 – RECOGNISE AND MANAGE RISK

Recommendation	ISA Group’s Compliance with the Recommendation
7.1 Risk Committee	As noted above, ISA Group has an Audit and Risk Committee which is comprised of Stephen Baxter (Committee Chairman) and Ken Gillespie who is independent. The Committee is responsible for overseeing risk management. The Audit and Risk Committee Charter is available in the Corporate Governance Section of ISA Group’s website: www.indoorskydive.com.au. Details of the number of committee meetings and the attendance of committee members at those meetings is set out on page 9 of the 2015 Annual Report which is available at www.indoorskydive.com.au.
7.2 Annual Risk Review	ISA Group has adopted a risk management framework which includes a risk management policy, procedure and register. At least annually the Audit and Risk Committee reviews ISA Group’s risk management framework to satisfy itself that it continues to be sound. The ISA Group Audit and Risk Committee undertook such a review during the reporting period.

Corporate Governance Statement

Recommendation	ISA Group’s Compliance with the Recommendation
7.3 Internal Audit	ISA Group does not have a formal internal audit function however it employs appropriate process for evaluating and continually improving the effectiveness of its risk management and internal control processes. ISA Group has a formal risk management framework which is aimed at the systematic identification, assessment, treatment, communication and monitoring of risk within all areas of the Company. Each of ISA Group’s managers is directly responsible for risk management in their respective area of accountability.
7.4 Sustainability Risks	ISA Group identifies and manages material exposures to economic risks in accordance with its risk management framework, incorporating the Board approved risk appetited. ISA Group does not have any material exposure to environmental or social sustainability risks.

PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBILY

Recommendation	ISA Group’s Compliance with the Recommendation
8.1 Remuneration Committee	ISA Group has a Nomination and Remuneration Committee which comprises 2 non-executive directors; Ken Gillespie (independent Committee Chairman) and Stephen Baxter. The Nomination and Remuneration Committee Charter is available in the Corporate Governance Section of ISA Group’s website: www.indoorskydive.com.au. Details of the number of committee meetings and the attendance of committee members at those meetings is set out on page 9 of the 2015 Annual Report which is available at www.indoorskydive.com.au.
8.2 Disclosure of Executive and Non-Executive Director Remuneration policy	ISA Group’s policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives is set out in the Remuneration Report commencing at page 13 of the 2015 Annual Report which is available at www.indoorskydive.com.au.
8.3 Policy on hedging equity incentive securities	Holders of any ISA Group equity based incentives (e.g. performance rights) are prohibited from entering into any hedging arrangement prior to exercising those rights. This prohibition is set out in the Securities Trading Policy and is a condition of the issue of performance rights under the ISA Group Performance Rights Plan.