Corporate Governance

Role of the Board

The Board is responsible for the following principal matters:

  • the strategic direction of the Company;
  • overseeing, negotiating and implementing the significant capital investments and material transactions entered into by the Company;
  • management goals and the Company’s policies;
  • monitoring and reviewing the financial and operational performance of the Company;
  • risk management strategy and review; and
  • future expansion of the Company’s business activities.

Without intending to limit this general role of the Board, the principal functions and responsibilities of the Board include the following:

  • Leadership of the Organisation: overseeing the Company and establishing codes that reflect the values of the Company and guide the conduct of the Board;
  • Strategy Formulation: to set and review the overall strategy and goals for the Company and ensuring that there are policies in place to govern the operation of the Company;
  • Overseeing Planning Activities: the development of the Company’s strategic plan;
  • Shareholder Liaison: ensuring effective communications with shareholders through an appropriate communications policy and promoting participation at general meetings of the Company;
  • Monitoring, Compliance and Risk Management: the development of the Company’s risk management, compliance, control and accountability systems and monitoring and directing the financial and operational performance of the Company; and
  • Company Finances: approving expenses and approving and monitoring acquisitions, divestitures and financial and other reporting.

The Board has adopted a Board Charter which sets out its responsibilities, processes and duties in greater detail.

ASX Corporate Governance Principles and Guidelines

The Board is committed to principles of best practice in corporate governance.

The Board will conduct itself in accordance with the ASX Corporate Governance Principles and Recommendations, 3rd Edition (2014) as issued by the ASX Corporate Governance Council, to the extent that such principles and recommendations are applicable to an entity of the size and structure of the Company.

The Company has formulated its own Corporate Governance policies and practices using the ASX Principles andRecommendations as a guide.

The Board will review on an ongoing basis the corporate governance policies and structures that the Company has in place to ensure that these are appropriate for the size of the Company and nature of its activities, and that these policies and structures continue to meet the corporate governance standards that the Board is committed to.

Summary of Company’s position in relation to ASX Principles and Recommendations:

ASX PRINCIPLE AND RECOMMENDATION COMPANY’S POSITION
Principle 1 – Lay solid foundations for management and oversight

The Role of the Board

The Board is responsible for, and has the authority to determine, all matters relating to strategic direction, policies, practices, management goals and the operations of the Company.

The Role of Management

It is the role of senior management to manage the Company in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities of management in carrying out these delegated duties.

The Company’s officers and management have all entered into service contracts which outline the responsibilities of each of the company’s officers and of management personnel when performing their roles for the Company.

Principle 2 – Structure the Board to add value

At the date of this Prospectus, the Company has four (4) directors, being Tilo Brandis, Heinrich Emden, Francesco Cannavo and Mark Talbot. Following completion of the Offer, Dr Philip Bekhor will join the Board as a non-executive director.

The Board is an appropriate size to effectively and efficiently oversee the management and operations of the Company, based on the present size of the Company’s activities.

An independent director is a non-executive director who is not a member of management and who is free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the independent exercise of their judgement. Four (4) of the Directors are independent, being Tilo Brandis, Francesco Cannavo, Mark Talbot and Dr Philip Bekhor. The Company considers that four of the Directors being independent is appropriate for a company of its size.

The Board is responsible for the nomination and selection of directors. Given the size of the Company and the nature of its operations, the Board does not believe it to be appropriate to establish a nomination committee at this time. The composition of the Board, its performance and the appointment of new Directors will be reviewed periodically by the Board, taking advice from external advisers where considered appropriate.

Principle 3 – Act ethically and responsibly

Code of Conduct

The Board has established a Code of Conduct for the Board and Management.

The Board is committed to meeting their responsibilities under the Constitution and Corporations Act 2001 (Cth) when carrying out their functions as company officers.

Diversity Policy

The Board has established a Diversity Policy in accordance with the 2014 Amendments to the ASX Corporate Governance Principles and Recommendations, and will endeavour to provide for appointments to the Board and Company in accordance with this Policy as the Company develops and grows.

Securities Trading Policy

The Company has adopted a Securities Trading Policy for directors, officers and employees.

The purpose of the Securities Trading Policy is to reduce the risk of insider trading and ensure that the Company’s directors, officers and employees are aware of the legal restrictions
on trading shares in the Company whilst in possession of undisclosed information concerning the Company.

The Securities Trading Policy sets out when trading in the Company’s shares by directors, officers and employees is not permitted. Restrictions on trading are imposed by the Company to reduce the risk of insider trading and to minimise the chance that misunderstandings or suspicions arise that the Company’s directors, officers, or employees are trading while in possession of undisclosed information concerning the Company.

Reporting Unethical or Illegal Practices

Company policy requires employees who are aware of unethical or illegal practices to report these practices to management. Any reports of unethical or illegal practices are investigated by the Board. Reporters of unethical practices may remain anonymous.

Principle 4 – Safeguard integrity in corporate reporting

The Company has established an Audit and Risk Committee which shall be responsible for monitoring and reviewing financial reporting by the Company.

The Company has adopted a Charter for the Audit and Risk Committee which sets out the committee’s responsibilities, procedures, guidelines and composition.

Principle 5 – Make timely and balanced disclosure

The Company has adopted a Communication and Disclosure Policy to ensure compliance with the ASX Listing Rules disclosure requirements.

To comply with the ASX Listing Rules, the Company intends to immediately notify the ASX of information:

  • concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company’s securities;
  • that would, or would be likely to, influence persons who commonly invest in securities.

The Communication and Disclosure Policy includes processes designed to ensure that Company information:

  • is disclosed in a timely manner;
  • is factual;
  • does not omit material information; and
  • is expressed in a clear and objective manner that allows the input of the information when making investment decisions.

The Company is committed to ensuring all investors have equal and timely access to material information concerning the Company. Accordingly, in following and adhering to its Communications and Disclosure Policy the Company will comply with its continuous disclosure obligations.

Principle 6 – Respect the rights of security holders

The Board is committed to ensuring that the Company’s shareholders receive information relating to the Company on a timely basis and shall endeavour to keep shareholders well informed of all material developments of the Company.

The Board has adopted a Communications and Disclosure Policy, and as part of this policy, will ensure that all relevant announcements and documents are published on the Company’s website in a prompt fashion.

The Company will respect the rights and entitlements of the Company’s shareholders under the Constitution and the Corporations Act 2001 (Cth).

Principle 7 – Recognise and manage risk

The Company has established an Audit and Risk Committee which shall be responsible for monitoring, identifying and managing risks, and ensuring that these risk identification and management procedures are implemented and followed.

The Audit and Risk Committee has adopted a Charter.

The Company has also adopted a Risk Management Policy designed to ensure:

  • all major sources of potential opportunity for harm to the company (both existing and potential) are identified, analysed and treated appropriately;
  • business decisions throughout the Company appropriately balance the risk and reward trade off;
  • regulatory compliance and integrity in reporting is achieved; and
  • the Company’s good standing with its stakeholders continues.
Principle 8 – Remunerate fairly and responsibly

The Board is responsible for the Company’s remuneration policy and has adopted a Nomination and Remuneration Policy which outlines the processes by which the Board shall review officer and management remuneration. The Company has provided disclosure of a summary of its remuneration policies for the Company’s officers in this Prospectus.

The Company is committed to remunerating its officers and executives fairly and to a level which is commensurate with their skills and experience and which is reflective of their performance. Further disclosure of officer and executive remuneration will be made in accordance with the ASX Listing Rules and the Corporations Act 2001 (Cth).