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Rules 4.7.3 and 4.10.31

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity:

Audio Pixels Holdings Limited

ABN / ARBN:

Financial year ended:

98 094 384 273

31 December 2021

Our corporate governance statement2 for the above period above can be found at:3

  • These pages of our annual report:
  • This URL on our website:http://www.audiopixels.com.au/index.cfm/corporate/corporate-governance/

The Corporate Governance Statement is accurate and up to date as at 10 March 2021 and has been approved by the board.

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

Date:

10 March 2022

Print name:

Ian Dennis

Signature: ____________________________

Director / Company Secretary

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.

  1. "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.
  2. 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.

Page 1

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

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Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the whole

period above. We have disclosed …

of the period above. We have disclosed …

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1

A listed entity should disclose:

… the fact that we follow this recommendation:

☐ an explanation why that is so in our Corporate Governance

(a)

the respective roles and responsibilities of its board and

☒ in our Corporate Governance Statement

Statement

management; and

OR

OR

(b)

those matters expressly reserved to the board and those

☐ at this location:

☐ we are an externally managed entity and this recommendation

delegated to management.

is therefore not applicable

… 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:

http://www.audiopixels.com.au/index.cfm/corporate/corporate-

governance/

1.2

A listed entity should:

… the fact that we follow this recommendation:

☐ an explanation why that is so in our Corporate Governance

(a)

undertake appropriate checks before appointing a person, or

☒ in our Corporate Governance Statement

Statement

putting forward to security holders a candidate for election,

OR

OR

as a director; and

☐ we are an externally managed entity and this recommendation

(b)

provide security holders with all material information in its

☐ at this location:

possession relevant to a decision on whether or not to elect

is therefore not applicable

or re-elect a director.

1.3

A listed entity should have a written agreement with each director

… the fact that we follow this recommendation:

☐ an explanation why that is so in our Corporate Governance

and senior executive setting out the terms of their appointment.

☒ in our Corporate Governance Statement

Statement

OR

OR

☐ at this location:

☐ we are an externally managed entity and this recommendation

is therefore not applicable

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Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the whole

period above. We have disclosed …

of the period above. We have disclosed …

1.4

The company secretary of a listed entity should be accountable

… the fact that we follow this recommendation:

☐ an explanation why that is so in our Corporate Governance

directly to the board, through the chair, on all matters to do with the

☒ in our Corporate Governance Statement

Statement

proper functioning of the board.

OR

OR

☐ at this location:

☐ we are an externally managed entity and this recommendation

is therefore not applicable

1.5

A listed entity should:

… the fact that we have a diversity policy that complies with

☐ an explanation why that is so in our Corporate Governance

(a)

have a diversity policy which includes requirements for the

paragraph (a):

Statement

board or a relevant committee of the board to set

☒ in our Corporate Governance Statement

OR

measurable objectives for achieving gender diversity and to

OR

☐ we are an externally managed entity and this recommendation

assess annually both the objectives and the entity's progress

in achieving them;

☐ at this location:

is therefore not applicable

  1. disclose that policy or a summary of it; and

(c)

disclose as at the end of each reporting period the

… and a copy of our diversity policy or a summary of it:

measurable objectives for achieving gender diversity set by

☒ at this location:

the board or a relevant committee of the board in accordance

with the entity's diversity policy and its progress towards

http://www.audiopixels.com.au/index.cfm/corporate/corporate-

achieving them and either:

governance/

(1) the respective proportions of men and women on the

… the measurable objectives for achieving gender diversity set by the

board, in senior executive positions and across the

board or a relevant committee of the board in accordance with our

whole organisation (including how the entity has defined

diversity policy and our progress towards achieving them:

"senior executive" for these purposes); or

☒ in our Corporate Governance Statement

(2) if the entity is a "relevant employer" under the Workplace

OR

Gender Equality Act, the entity's most recent "Gender

☐ at this location:

Equality Indicators", as defined in and published under

that Act.

[insert location here]

… and the information referred to in paragraphs (c)(1) or (2):

☒ in our Corporate Governance Statement

OR

☐ at this location:

[insert location here]

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Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the whole

period above. We have disclosed …

of the period above. We have disclosed …

1.6

A listed entity should:

… the evaluation process referred to in paragraph (a):

☐ an explanation why that is so in our Corporate Governance

(a)

have and disclose a process for periodically evaluating the

☒ in our Corporate Governance Statement

Statement

performance of the board, its committees and individual

OR

OR

directors; and

☐ we are an externally managed entity and this recommendation

(b)

disclose, in relation to each reporting period, whether a

☐ at this location:

performance evaluation was undertaken in the reporting

[insert location here]

is therefore not applicable

period in accordance with that process.

… and the information referred to in paragraph (b):

☒ in our Corporate Governance Statement

OR

☐ at this location:

[insert location here]

1.7

A listed entity should:

… the evaluation process referred to in paragraph (a):

☐ an explanation why that is so in our Corporate Governance

(a)

have and disclose a process for periodically evaluating the

☒ in our Corporate Governance Statement

Statement

performance of its senior executives; and

OR

OR

(b)

disclose, in relation to each reporting period, whether a

☐ at this location:

☐ we are an externally managed entity and this recommendation

performance evaluation was undertaken in the reporting

period in accordance with that process.

[insert location here]

is therefore not applicable

… and the information referred to in paragraph (b):

☒ in our Corporate Governance Statement

OR

☐ at this location:

[insert location here]

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Corporate Governance Council recommendation

We have followed the recommendation in full for the whole of the

We have NOT followed the recommendation in full for the whole

period above. We have disclosed …

of the period above. We have disclosed …

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

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2.1 The board of a listed entity should:

  1. 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:

    1. the charter of the committee;
    2. the members of the committee; and
    3. 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
  2. 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 Statement
    OR
  • at this location:

[insert location here]

… and a copy of the charter of the committee:

  • at this location:

http://www.audiopixels.com.au/index.cfm/corporate/corporate- governance/

… and the information referred to in paragraphs (4) and (5):

  • in our Corporate Governance Statement
    OR
  • 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 Statement
    OR
  • at this location: [insert location here]
  • an explanation why that is so in our Corporate Governance Statement
    The Nomination committee comprises all three directors and only one, Mr Ian Dennis is deemed an independent director and chairman of the committee. Accordingly we do not meet paragraph 1 and until the size of the company warrants the appointment of new independent directors the position will remain the same.

OR

  • we are an externally managed entity and this recommendation is therefore not applicable

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Audio Pixels Holdings Ltd. published this content on 09 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 March 2022 23:12:05 UTC.