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

Rules 4.7.3 and 4.10.31

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Introduced 01/07/14 Amended 02/11/15

Name of entity

CLINUVEL PHARMACEUTICALS LIMITED

ABN / ARBN

Financial year ended:

089 644 119

30 JUNE 2020

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:

https://www.clinuvel.com/clinuvel/company-overview/corporate-governance

The Corporate Governance Statement is accurate and up to date as at 30 September 2020 and has been approved by the board.

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

Date:

09 October 2020

Name of Director or Secretary authorising

Darren Keamy

lodgement:

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. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.

+ See chapter 19 for defined terms

2 November 2015

Page 1

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

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 …4

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 OR

management; and

… and information about the respective roles and responsibilities of

☐ we are an externally managed entity and this recommendation

(b)

those matters expressly reserved to the board and those

our board and management (including those matters expressly

is therefore not applicable

delegated to management.

reserved to the board and those delegated to management):

✓

in our Board and Committee charters at :

https://www.clinuvel.com/clinuvel/company-overview/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 OR

putting forward to security holders a candidate for election,

☐ we are an externally managed entity and this recommendation

as a director; and

is therefore not applicable

(b)

provide security holders with all material information in its

possession relevant to a decision on whether or not to elect

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

☐ we are an externally managed entity and this recommendation

is therefore not applicable

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 OR

proper functioning of the board.

☐ we are an externally managed entity and this recommendation

is therefore not applicable

4 If you have followed all of the Council's recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

+ See chapter 19 for defined terms

2 November 2015

Page 2

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

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 …4

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 OR

board or a relevant committee of the board to set

✓ in our Corporate Governance Statement

☐ we are an externally managed entity and this recommendation

measurable objectives for achieving gender diversity and to

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

is therefore not applicable

assess annually both the objectives and the entity's progress

✓

in achieving them;

athttps://www.clinuvel.com/clinuvel/company-

(b)

disclose that policy or a summary of it; and

overview/corporate-governance

(c)

disclose as at the end of each reporting period the

… and the measurable objectives for achieving gender diversity set by

measurable objectives for achieving gender diversity set by

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

the board or a relevant committee of the board in accordance

diversity policy and our progress towards achieving them:

with the entity's diversity policy and its progress towards

✓ in our Corporate Governance Statement

achieving them and either:

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

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

✓ in our Corporate Governance Statement

board, in senior executive positions and across the

whole organisation (including how the entity has defined

"senior executive" for these purposes); or

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

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

Equality Indicators", as defined in and published under

that Act.

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 the Nomination Committee Charter and section 1 of the

Statement OR

performance of the board, its committees and individual

Corporate Governance Protocol at :

☐ we are an externally managed entity and this recommendation

directors; and

https://www.clinuvel.com/clinuvel/company-overview/corporate-

is therefore not applicable

(b)

disclose, in relation to each reporting period, whether a

governance

performance evaluation was undertaken in the reporting

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

period in accordance with that process.

✓ in our Corporate Governance Statement

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 OR

performance of its senior executives; and

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

☐ we are an externally managed entity and this recommendation

(b)

disclose, in relation to each reporting period, whether a

✓ in our Corporate Governance Statement

is therefore not applicable

performance evaluation was undertaken in the reporting

period in accordance with that process.

+ See chapter 19 for defined terms

2 November 2015

Page 3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

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 …4

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

2.1

The board of a listed entity should:

[If the entity complies with paragraph (a):]

☐ an explanation why that is so in our Corporate Governance

(a)

have a nomination committee which:

… the fact that we have a nomination committee that complies with

Statement OR

(1) has at least three members, a majority of whom are

paragraphs (1) and (2):

☐ we are an externally managed entity and this recommendation

independent directors; and

✓ in our Corporate Governance Statement

is therefore not applicable

(2) is chaired by an independent director,

… and a copy of the charter of the committee:

and disclose:

✓

athttps://www.clinuvel.com/clinuvel/company-

(3) the charter of the committee;

overview/corporate-governance

(4) the members of the committee; and

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

(5) as at the end of each reporting period, the number of

✓ in our Corporate Governance Statement OR

times the committee met throughout the period and

☐ at [insert location]

the individual attendances of the members at those

meetings; or

--------------------------------------------------------------------------------------------

(b)

if it does not have a nomination committee, disclose that

[If the entity complies with paragraph (b):]

fact and the processes it employs to address board

… the fact that we do not have a nomination committee and the

succession issues and to ensure that the board has the

processes we employ to address board succession issues and to

appropriate balance of skills, knowledge, experience,

ensure that the board has the appropriate balance of skills,

independence and diversity to enable it to discharge its

knowledge, experience, independence and diversity to enable it to

duties and responsibilities effectively.

discharge its duties and responsibilities effectively:

Not applicable

2.2

A listed entity should have and disclose a board skills matrix

… our board skills matrix:

☐ an explanation why that is so in our Corporate Governance

setting out the mix of skills and diversity that the board currently

✓

in our Corporate Governance Statement

Statement OR

has or is looking to achieve in its membership.

☐ we are an externally managed entity and this recommendation

is therefore not applicable

+ See chapter 19 for defined terms

2 November 2015

Page 4

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Clinuvel Pharmaceuticals Limited published this content on 09 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 October 2020 00:44:06 UTC