Lycopodium : Corporate Governance Statement

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LYCOPODIUM LIMITED (ABN 83 098 556 159)

CORPORATE GOVERNANCE STATEMENT

The Board of Directors (Board) of Lycopodium Limited (Lycopodium or Company) is responsible for the overall corporate governance of the Company and its subsidiary companies (Group). The Board governs all matters relating to the strategic direction, policies, practices, management and operations of the Group with the aim of protecting the interests of shareholders and other stakeholders, including employees, clients and suppliers, and creating value for them.

The Board has implemented the Corporate Governance Principles and Recommendations of the ASX Corporate Governance Council to the extent considered appropriate for the size and nature of the Company's current operations.

The table below summarises the Group's compliance with the Corporate Governance Council's Corporate Governance Principles and Recommendations 4th Edition, with any exceptions disclosed with reasons provided for not following the recommendations.

The Company has adopted a Corporate Governance Framework which provides the written terms of reference for the Company's corporate governance duties.

This Statement is current as at 1 July 2021 and has been approved by the Lycopodium Limited Board of Directors.

	Recommendations (4th Edition)		Comply		Explanation
	Principal 1: Lay solid foundations for management and oversight
	Recommendation 1.1				The Company has adopted a Board Charter that sets out the specific roles
	A listed entity should have and disclose a board charter setting out:		YES		and responsibilities of the Board, the Chair and management and includes
			a description of those matters reserved to the Board and those delegated
	(a) the respective roles and responsibilities of its board and management; and				to management.
	(b) those matters expressly reserved to the board and those delegated to				The Board Charter sets out the specific responsibilities of the Board
	management.				requirements as to composition, the roles and responsibilities of the
					Chairman and Managing Director, the establishment, operation and
					management of Board Committees, Directors' access to Company records
					and information, details of the Board's relationship with management,
					details of the Board's performance review and details of the Board's
					disclosure policy.
					A copy of the Company's Board Charter, which is part of the Company's
					Corporate Governance Framework, is available on the Company's website.
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	Recommendations (4th Edition)		Comply			Explanation
	Recommendation 1.2				(a)	The Company has guidelines for the appointment and selection of the
	A listed entity should:		YES			Board in its Corporate Governance Framework. The Company's
				Nomination Committee Charter requires the full Board to ensure
	(c) undertake appropriate checks before appointing a director or senior					appropriate checks (including checks in respect of character,
	executive or putting someone forward for election as a director; and					experience, education, criminal record and bankruptcy history, as
	(d) provide security holders will all material information in its possession					appropriate) are undertaken before appointing a person, or putting
					forward to security holders a candidate for election, as a Director.
	relevant to a decision on whether or not to elect or re-elect a director.
					(b)	Under the Nomination Committee Charter, all material information
						relevant to a decision on whether or not to elect or re-elect a Director
						must be provided to security holders in the Notice of Meeting
						containing the resolution to elect or re-elect a Director.
	Recommendation 1.3				The Company's Nomination Committee Charter requires the full Board to
	A listed entity should have a written agreement with each director and senior		YES		ensure that each Director and senior executive is a party to a written
			agreement with the Company which sets out the terms of that Director's
	executive setting out the terms of their appointment.
				or senior executive's appointment.
					The Company has written agreements with each of its Directors and senior
					executives.
	Recommendation 1.4				The Board Charter outlines the roles, responsibilities and accountability of
	The company secretary of a listed entity should be accountable directly to the		YES		the Company Secretary. In accordance with this, the Company Secretary is
			accountable directly to the Board, through the Chair, on all matters to do
	Board, through the chair, on all matters to do with the proper functioning of

the board.	with the proper functioning of the Board.

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	Recommendations (4th Edition)		Comply		Explanation
	Recommendation 1.5				The Company has adopted a Diversity Policy which outlines the
	A listed entity should:		PARTIALLY YES		policies for the employment of people and career advancement based
			on merit.
	(a) have and disclose a diversity policy;				The Company has not yet adopted measurable objectives.
	(b) through its board or a committee of the board set measurable objectives				The Diversity Policy is available on the Company's website.
	for achieving gender diversity in the composition of its board, senior
	executives and workforce generally; and

1. disclose in relation to each reporting period:
2. 1. the measurable objectives set for that period to achieve gender diversity;
   2. the entity's progress towards achieving those objectives; and
   3. either:
   4. 1. the respective proportions of men and women on the board, in senior executive positions and across the whole workforce
         (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.

If the entity was in the S&P/ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.

Recommendation 1.6		(a) The role of a nomination committee is carried out by the full Board.
A listed entity should:	PARTIALLY YES	The full Board participates in evaluating the performance of the Board
as a whole and contribution of each Director to the effectiveness of
(a) have and disclose a process for periodically evaluating the performance of		the Board, including a review of qualifications, skills, competencies
the board, its committees and individual directors; and		and experience. Assessment of the performance of the Board, its
		Committees and individual Directors is undertaken on an annual basis.
		If deemed necessary, this may be carried out with the assistance of an
		independent advisor. The Board will consider the formation of a
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Recommendations (4th Edition)	Comply	Explanation

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1. disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.

separate nomination committee, as deemed necessary, as the Company's operations evolve.

1. The Company's Corporate Governance Framework requires the Company to disclose whether or not performance evaluations were conducted during each reporting period.

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Recommendation 1.7		(a) The role of a nomination committee is carried out by the full Board.
A listed entity should:	PARTIALLY YES	The full Board is responsible for evaluating the performance of the
Company's senior executives on an annual basis. The Company's
(a)	have and disclose a process for evaluating the performance of its senior		Remuneration Committee is responsible for evaluating the
	executives at least once every reporting period; and		remuneration of the Company's individual Directors and key
(b)	disclose for each reporting period whether a performance evaluation has		management personnel on an annual basis.
	been undertaken in accordance with that process during or in respect of		(b) The Company's Corporate Governance Framework requires the
	that period.		Company to disclose whether or not performance evaluations were
			conducted during each reporting period.

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	Recommendations (4th Edition)		Comply		Explanation
	Principle 2: Structure the board to be effective and add value
	Recommendation 2.1				(a) The role of a nomination committee is carried out by the full Board.
	The Board of a listed entity should:		PARTIALLY YES		The Board will consider the formation of a separate nomination
			committee, as deemed necessary, as the Company's operations
	(a) have a nomination committee which:				evolve.

1. has at least three members, a majority of whom are independent directors; and
2. is chaired by an independent director,

and disclose:
3)	the charter of the committee;
4)	the members of the committee; and
5)	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
(b) if it does not have a nomination committee, disclose that fact and the
process 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.
Recommendation 2.2		The Company has a Board skills matrix, which sets out the mix of skills that
A listed entity should have and disclose a board skills matrix setting out the mix	PARTIALLY YES	the Board currently has or is looking to achieve in its membership.
of skills that the Board currently has or is looking to achieve in its membership.		Full details as to each Director's and senior executive's relevant skills and
			experience are available on the Company's website.

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