Corporate Governance

Advanced Share Registry Ltd (Group) has established a corporate governance framework, the key features of which are set out in this statement. In establishing its corporate governance framework, the Group has referred to the ASX Corporate Governance Council Principles and Recommendations 4th edition (Principles & Recommendations).

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In carrying out its responsibilities and powers set out in this Charter, the Board recognises: its overriding responsibility to act honestly, fairly, diligently and in accordance with the law in serving the interests of the Group’s Shareholders; and its duties and responsibilities to the Group’s employees, customers and the community.

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The Group is committed to complying with its legal obligations and acting ethically and responsibly. The Group is concerned to make positive economic, social and environmental contributions to each of the communities in which it operates, while complying with all applicable laws and regulations and acting in a manner that is consistent with its core principles of honesty, integrity, fairness and respect.

The purpose of this Code is to provide a framework for decision and actions in relation to conduct in respect of employment. It underpins the Group’s commitment to adhere to the highest standards of professionalism in the delivery of its services and its duty of care to all employees, stakeholders and clients receiving those services. It should be read in conjunction with the Group’s Diversity Policy.

The Group’s Employees are expected to act consistently with the fundamental principles set out in this Code at all times. The Group’s consultants, contractors and partners working with or for the Group should be informed of these principles, the Group‘s expectations and their obligation to act in accordance with them.

The Board has adopted this Code to provide a set of guiding principles which are to be observed by its Employees. This Code has been prepared in accordance with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th Edition, 2019).

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This Policy supports the Group’s commitment to an inclusive workplace that embraces and values diversity whilst upholding the principle of meritocracy.

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The Audit and Risk Committee (Committee) will be a committee of the Board of the Company with the specific powers delegated under this charter. This charter sets out the Audit & Risk Committee’s function, membership, operation, authority and responsibilities. The Group recognises the need for formal and rigorous processes that independently verify and safeguard the integrity of its corporate reporting.

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This Charter sets out the role of the Remuneration & Nomination Committee (Committee) and confers on it all necessary powers to perform that role.

This Charter sets out the Group’s remuneration and nomination strategies.

The Board recognises that remuneration is a key focus for investors. This Charter sets out the level and composition of remuneration for Directors and Senior Executives to ensure that such remuneration is appropriate and not excessive. When setting the level and composition of remuneration, the Group will endeavour to balance: its desire to attract and retain high quality directors and to attract, retain and motivate senior executives; the need to ensure that the incentives for Executive Directors and other Senior Executives encourage them to pursue the growth and success of the Group (both in the short term and over the longer term) without taking undue risks; the need to ensure that the incentives for non-executive Directors do not conflict with their obligation to bring an independent judgment to matters before the Board; and its commercial interests in not paying excessive remuneration.

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The Company is committed to complying with the Corporations Act and the ASX Listing Rules to create a transparent market in the trading of its securities on the ASX.

ASX Listing Rule 12.9 requires the Company, as a listed entity, to have a trading policy that regulates trading in its securities by its Key Management Personnel during certain prohibited periods and to give a copy of that trading policy to ASX for release to the market.

Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any Director (whether executive or otherwise) of that entity.

The Company has determined that its Key Management Personnel are its Directors and those employees directly reporting to a Director.

Key Management Personnel are encouraged to be long-term holders of Company Securities. However, it is important that care is taken in the timing of any purchase or sale of such securities.

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This Policy sets out a framework for a system of risk management and internal compliance and control.

The Group views effective risk management as key to achieving and maintaining its operational and strategic objectives.

The purpose of this Policy is to provide guidance and direction as to the management of risk within the Group. Risk Management occurs at all levels within the Group.

The Group is committed to ensuring that it establishes appropriate risk management systems and processes to ensure its strategic goals and corporate governance responsibilities are met.

This Policy recognises that risk is an inherent part of the business, presenting both threats and opportunities. To achieve the Group’s corporate goals, including meeting the economic expectations of shareholders, the Group must pursue opportunities and make decisions that involve some degree of risk.

This Policy provides guidance in relation to a transparent and consistent consideration of risk and uncertainty when these opportunities are pursued and decisions made.

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Continuous disclosure

As a publicly listed company, the Group has obligations under the Corporations Act and the ASX Listing Rules to keep the market fully informed of all information which may have, or could reasonably be expected to have, a material effect on the price or value of its securities.

The ASX Listing Rules contain provisions requiring the continuous disclosure of information to keep the market informed of events and developments as they occur.

ASX Listing Rule 3.1 provides that once an entity becomes aware of any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity’s securities, the entity must immediately disclose that information to the ASX.

Listing Rule 3.1 has statutory force in section 674 of the Corporations Act 2001(Cth).

ASX Listing Rule 15.7 requires that an entity not release information intended for release to the market to anyone until it has given the information to the ASX, and has received an acknowledgement from the ASX that the information has been released to the market.

The Group is committed to complying with the disclosure obligations under the Corporations Act and the ASX Listing Rules to keep the market fully informed of all information which may have, or could reasonably be expected to have, a material effect on the price or value of its securities.

Shareholder Communications

The Group recognises the importance of engagement with its Shareholders and providing them with appropriate information and facilities to allow them to exercise their rights as shareholders effectively. This includes: giving them ready access to information about the entity and its governance; communicating openly and honestly with them; and encouraging and facilitating their participation in meetings of Shareholders.

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The Group is committed to complying with its legal obligations and acting ethically and responsibly. It is also committed to the highest standards of honesty, integrity and ethical behaviour in the conduct of its business and operations.

In order to assist the Group to achieve the goals it is committed to, this Policy has been formulated to enable employees within the Group, business partners and members of the public to report instances of unethical behaviour, actual or suspected fraud and/or abuse within the Group.

The implementation of this Policy is also in line with the Corporations Act and all applicable laws and regulations in Australia.

The Board has adopted this Policy to provide support and build on the requirement to report unlawful or unethical behaviour as outlined in the Group’s Code of Conduct.

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The Group is committed to complying with its legal obligations and acting ethically and responsibly. It is also committed to the highest standards of honesty, integrity and ethical behaviour in the conduct of its business and operations.

In order to assist the Group to achieve the goals it is committed to, this Policy has been formulated to provide information on the Group’s requirements for dealings with the Companies within the Group and its Directors, employees and contractors.

The implementation of this Policy is also in line with applicable laws and regulations in Australia and overseas relating to anti-bribery and corruption.

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