Ann: Corporate Governance Statement and Appendix 4G, page-4

"All directors are independent"
"All five directors are independent"

According to the AICD, an An independent director can be broadly defined as a non-executive director who is not a member of management and who is free from any business or other relationship that could materially interfere (or could reasonably be perceived to materially interfere) with
the independent exercise of that director’s judgment. Recommendation 2.4 of the ASX Principles states that there should be a majority of independent directors on a board.

The ASX Corporate Governance Council provides the following guidance on the factors relevant to assessing director independence:

• is, or has been, employed in an executive capacity by the entity or any of its child entities and there has not been a period of at least three years between ceasing such employment and serving on the board;
• receives performance-based remuneration (including options or performance rights) from, or participates in an employee incentive scheme of, the entity;
• is, or has been within the last three years, in a material business relationship (for example, as a supplier, professional adviser, consultant or customer) with the entity or any of its child entities, or is an officer of, or otherwise associated with, someone with such a relationship;
• is, represents, or is or has been within the last three years an officer or employee of, or professional adviser to, a substantial holder;
• has close personal ties with any person who falls within any of the categories described above; or
• has been a director of the entity for such a period that their independence from management and substantial holders may have been compromised.

In each case, the materiality of the interest, position or relationship needs to be assessed by the board to determine whether it might interfere, or might reasonably be seen to interfere, with the director’s capacity to bring an independent judgement to bear on issues before the board and to act in the best interests of the entity as a whole rather than in the interests of an individual security holder or other party.

Family ties and cross-directorships may be relevant in considering interests and relationships that may affect independence and should be disclosed by directors to the board.

The term independent director is often used interchangeably with non-executive director, although this is not correct. A director can be a non-executive director, but not an independent director. An executive director can never be independent.

The Annual Report for the Year Ended 30 June 2021 Unaudited (30 September 2021) identifies payments of $135,000 in FY2021 (and $43,822 in FY2020) for consultancy services. This would appear to be in direct conflict with the statement of claim from Box 2.3 that directors independent based on the definition from the ASX Corporate Governance Council.

There is also a serious question regarding the conflict of interest matter in relation to the contracts in place with John Lester - though this a broader governance issue rather than a specific director independence issue.