Netcomm Wireless : Corporate Governance Statement

Corporate Governance Statement

NetComm Wireless Limited has a strong commitment to effective corporate governance in order to provide the appropriate platform for sustainable and ethical organisational performance, to minimise the risks we face as a business and provide long term value for our shareholders and other stakeholders.

We regularly review our corporate governance to ensure that it continues to meet regulatory requirements and is in keeping with the strategic objectives of our business.

NetComm Wireless Limited has adopted the 3rd Edition of Corporate Governance Principles and Recommendations which were released in March 2014 and our compliance with these recommendations during the previous financial year ending 30 June 2018 is reflected in this Corporate Governance Statement.

Principle 1 - Lay solid foundations for management and oversight

The Board of Directors is responsible for the corporate governance of the Group and operates in accordance with the principles set out in its Charter. To ensure that the Board is well equipped to discharge its responsibilities it has established guidelines for the nomination and selection of directors and for the operation of the Board. The Board's responsibilities and powers are set out in its

Charter which is available in the Corporate Governance section of our website atwww.netcommwireless.com/investors/corporate-governance/board-charter.html.

The responsibility for the operation and administration of the Group, including the implementation of the strategic objectives set by the Board, is delegated by the Board to the Chief Executive Officer

('CEO') and the executive management team. The Board ensures that both the CEO and executive team are appropriately qualified and experienced to discharge their responsibilities.

To ensure that the responsibilities of the Board are upheld and executed, the Board has established the following sub-committees to focus on a particular responsibility and provide informed feedback to the Board:

• • Audit and Risk Committee.

• • Nomination and Remuneration Committee.

Each of these sub-committees have established Charters and operating procedures in place, which are reviewed on a regular basis. The respective Charters may be viewed atwww.netcommwireless.com/investors/corporate-governance/audit-and-risk-management-committee-charter.html andwww.netcommwireless.com/investors/corporate-governance/nomination-remuneration-committee-charter.html.

In line with its Charter, the Nomination and Remuneration Committee undertakes rigorous checking of potential Director candidates to ensure that the appointment would result in an appropriate mix of diversity, skills and experience in the Board. The Board also ensures that shareholders are provided all material information in their possession to decide whether to elect a

new Director or to re-elect a current Director to the Board. Information regarding each of the current directors is shown athttps://www.netcommwireless.com/who-we-are/leadership.html.

The Company has a written formal agreement with each director and senior executive setting out the terms and conditions of their appointment. The material terms of the agreements for each director and the CEO are shown in the Directors Report.

The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. The Company Secretary may only be appointed or removed by the Board. All directors have access to the Company Secretary and vice versa.

The Company is committed to diversity and recognises the benefits arising from employee and board diversity and the importance of benefiting from all available talent. Diversity includes, but is not limited to gender, age, ethnicity, physical ability, , religion and cultural background. The Company's diversity policy is available atwww.netcommwireless.com/investors/corporate-governance/diversity-policy.html.The Company recently set diversity targets and submitted its first Workplace Gender Equality Agency (WGEA) report. The company has been notified that the report is compliant with the Workplace Gender Equality Act 2012 (Act).

NetComm has a Board of six directors - all of whom are currently male. The company has taken steps to broaden the diversity of the board moving forward.

The Boards' objective is to increase the representation of women employed by the Company each year. As part of the company's first WGEA submission, targets have been set (see below) and will be monitored by the Board % Women

Actual as	Yr 1	Yr 2	Yr 3	Yr 4	Yr 5
at Nov-	Target	Target	Target	Target	Target
17
KMP	14 %	14 %	14 %	14 %	29 %	29 %
Other Execs / General	17 %	17 %	17 %	33 %	33 %	33 %
Managers
Senior Management	33 %	33 %	33 %	50 %	50 %	50 %
Middle Management	29 %	36 %	36 %	43 %	43 %	43 %
Employees	20 %	21 %	22 %	24 %	25 %	27 %
TOTAL	20 %	22 %	23 %	26 %	28 %	29 %

The table below shows the gender mix of employees within the Company:

30-Jun-18		30-Jun-17
Female	Male	Female	Male
Senior Exec	29%	71%	Senior Exec	25%	75%
Other	22%	78%	Other	16%	84%
Total	22%	78%	Total	17%	83%

"Senior Executives" are Executive Directors, Key Leaders and Key Management Personnel functions. These figures represent both our domestic and overseas workforce. Our first WGEA submission can be found at:WGEA Public Reports

The performance of the Board is reviewed annually in line with its Charter. The Board also annually reviews the performance of the CEO based on periodic objectives set by the Board. The Nominationand Remuneration Committee annually reviews and determines the remuneration arrangements for the CEO, submitting their recommendations to the Board for approval. The performance of senior management is reviewed on annual basis based on periodic objectives set by the CEO.

Performance reviews of the Board, its Committees, the CEO and senior management were all undertaken in the financial year ending 30 June 2018.

Further information regarding the Company's performance evaluation policy can be viewed atwww.netcommwireless.com/investors/corporate-governance/performance-evaluation.html.

Principle 2 - Structure the Board to add value

Board policy is that the Board will constantly review and monitor its performance. As part of this process the Board may seek to appoint persons who, in the opinion of the Board, will provide specialist expertise required for the Board to adequately perform its role. Additionally, the Board will also review its composition and advise Board members where it is felt that a Director's skills are different from those required by the company.

The current directors of NetComm Wireless are:

Name	Position	Period In Office
Justin Milne	Non-executive independent director and Chairman	Since 7 March 2012
Ken Boundy	Non-executive independent director	Since 24 August 2012
Stuart Black AM	Non-executive independent director	Since 21 March 2013
David Spence	Non-executive independent director	Since 22 May 2017
David Stewart	Non-executive non-independent director	Since 23 December 2017
Ken Sheridan	CEO and Managing director	Since 24 February 2017

The skills, experience and expertise of each director in office at the date of this report are shown atwww.netcommwireless.com/who-we-are/leadership.html.None of the independent directors have any relationship with the Company (as defined in accordance with the ASX recommendations) which may affect their independent status. Directors are entitled to obtain independent external advice on matters relating to accounting, law and other relevant professional matters at the expense of the Company.

The skills matrix below shows the mix of skills, experience and expertise that the Board currently has and is looking to achieve in its membership. This is one of the tools used to identify and maintain an appropriate and diverse mix in the membership of the Board.

RELEVANCE	SKILL
Business Growth	Strategy Development
	Strategic Marketing
	Organisational Transformation
	International Business Development
	Telecoms Experience
	Specific M2M Customer Knowledge
	B2B Marketing Skills
	Industry Technical
Subject Matter Expertise	Corporate Governance
	Legal & Compliance
	Risk Management
	Professional Finance Expertise
	HR; Remuneration; Work, Health & Safety
	Technology/IT
	Public policy / government relations
	Capital Markets
	Investment Relations
	Shareholder Management
General	Listed Director Experience
	CEO / General Management Experience

The Board has appointed a Nomination and Remuneration Committee, whose responsibilities include assisting the Board to identify, interview and assess new Director candidates having regard to prerequisite requirements. This Committee is chaired by an independent director and more detail is provided in its Charter atwww.netcommwireless.com/investors/corporate-governance/nomination-remuneration-committee-charter.html.The Committee met two times during the past year and the members and their attendance at the meetings are detailed in the Director's Report.

The Company provides directors with appropriate access to opportunities to acquire or maintain the skills and knowledge needed to perform their role and has an induction program for new directors.

The majority of the Board are independent directors and the Chairman is an independent director. The independence of directors is reviewed annually prior to completion of the Annual Report. Independence is defined in accordance with the definitions contained within the ASX recommendations. Relevant disclosure is then made in the Annual Report (along with the length of each director's service).

The procedures for selecting and nominating new candidates for the Board are more fully described atwww.netcommwireless.com/investors/corporate-governance/appointment-and-selection-non-executive-directors.html.

Principle 3 - Promote ethical and responsible decision-making

The Board has approved a Code of Conduct a summary of which is available on the Company's website atwww.netcommwireless.com/investors/corporate-governance/code-conduct.html.All directors, executives and employees are required to comply with that Code. Failure to comply will result in disciplinary action and may include reprimand, formal warning, demotion or, in extreme cases, termination of employment.

The Code of Conduct addresses expectations for conduct in the following areas:

• • Confidential information

• • Rights of Shareholders

• • Privacy

• • Share trading

• • Conflicts of interest

• • Responsibility to suppliers and customers

• • Employment policies and procedures

The Company's policy regarding directors and employees trading in its shares is set out in Dealing

Rules. The policy restricts Directors and employees from acting on material information until it has been released to the market and adequate time has been given for this to be reflected in the share price. This policy can be seen atwww.netcommwireless.com/investors/corporate-governance/dealing-rules-employees-and-directors.html.

The Company has implemented a "whistleblower" service whereby a past or present employee, supplier and /or contractors can report a wrong doing. This is supported by our Whistleblower Policy which is communicated to all staff.

Principle 4 - Safeguard integrity in financial reporting

The Company has established an Audit and Risk Committee whose role and operations are documented in a Charter which is approved by the Board. This Charter is available atwww.netcommwireless.com/investors/corporate-governance/audit-and-risk-management-committee-charter.html.

The Committee's Charter provides that a minimum of 3 members of the Audit and Risk Committee must be non-executive independent Directors and that the Chair will be the person appointed as Chairman by the Board. Members of the Committee at the date of this report are Mr S Black AM (Chair), Mr J Milne, Mr K Boundy and Mr D Spence, all of whom are non-executive independent Directors of the Company. The relevant qualifications and experience of the Committee members can be viewed atwww.netcommwireless.com/who-we-are/leadership.html.

The purpose of the Committee is to:

• • Review the integrity of NetComm Wireless's financial information and systems, internal and external reporting.

• • Review and assess the external auditors' activities, scope and independence.

• • Review the management process for the identification of significant business risks and exposures and review and assess the adequacy of management information and internal control structures.

• • Provide assurance to the full Board that NetComm Wireless is adequately managing risks relating to corporate governance and business operations and is maintaining appropriate controls against conflicts of interest and fraud.