Ann: Prospectus, page-4

Annexure D - Corporate Governance Statement - Prospectus

Recommendation 2.4 Compliant = NO
A majority of the Board of a listed entity should be independent Directors.
At admission, the Board comprises a total of 3 directors, only one of whom, Mr James Myers is considered to be independent
- Myers has since resigned and has been replaced by Callaghan

Company Explanation:
The Board does not currently consider an independent majority of the Board to be appropriate given its current status
The Board will re-assess the composition of the Board and independence in due course.

Recommendation 2.5 Compliant = NO
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.

Company Explanation:
Mr Shannon Green, the Company’s Chairman, is an executive director of the Company and is therefore not considered independent for the purposes of this Recommendation
- since the board changes, Ahmad replaced Green as the chairman but he isn't an independent director (as per above 2.4 above)

From the Company's Corporate Governance Plan / Company charter:
Where practical, at least 50% of the Board should be independent.
The board believes that the Company's policies and practices provide a framework for compliance with the recommendations set out in the ASX Corporate Governance Principles and Recommendations - 4th Edition

- on the 5th June 2020, the Company released its Corporate Governance Statement
https://hotcopper.com.au/threads/ann-corporate-governance-statement.5433039/
- (from the pre-amble) "(sic) ...... the corporate governance practices of the Company during the reporting period were compliant with the ASX Corporate Governance Principles ... (sic)"
- The board members at the time of the release, were Green, Ahmad and Myers
Copied from the release:
Independence
Recommendation 2.4 requires a majority of the Board to be independent Directors.
The ASX guidance on factors relevant to an assessment of independence includes interests, positions, associations or relationships which might interfere with, or reasonably be seen to interfere with, a director’s capacity to bring independent judgement to bear on issues before the Board and to act in the best interests of the entity and its security holders generally.
In accordance with this guidance, all Directors other than Mr Shannon Green, who acts in an executive capacity, were and are considered to be independent.

Sufian Ahmad was a substantial holder of the Company (at time of this announcement) and one area he specialises in is Corporate Advice
- as per the ASX Corporate Governance Council - Relationships affecting independent status:
A director should not be regarded as independent if the director is :
1. is a substantial shareholder of the company or an officer of, or otherwise associated directly with, a substantial shareholder of the company.

- my curiosity being peaked, IMO having a majority of independent directors would actually be in the best interests of shareholders? regardless of the company's status (what ever that means) otherwise why would the ASX have the Corporate Governance Council / Corporate Governance Principles and Recommendations?
Just to be clear, the recommendations are not prescriptive BUT seriously, a Board that approved the release of the announcement (one of whom specialises in "Corporate Advice") and the company secretary (Coates, that has 25 years experience in Corporate Law and "Compliance") have all overlooked and approved for release of the Company's Corporate Governance Statement !!!

ASX Listing Rule: 4.10.3 (part there of) states:
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.

From Appendix 4G - Key to Disclosures Corporate Governance Council Principles and Recommendations





Deja Vu

cheers