IOUpay : Corporate Governance Statement

IOUpay LIMITED ACN 091 192 871

(the "Company") 2021 Corporate Governance Statement

This Corporate Governance Statement sets out the Company's current compliance with the fourth edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (Principles and Recommendations). The Principles and Recommendations are not mandatory. However, the Company is required to provide a statement as part of its annual report disclosing the extent to which the Company has followed the Principles and Recommendations. This Corporate Governance Statement is current as at 30 September 2021 and has been approved by resolution of the Board.

The Board of the Company currently has in place corporate governance policies and charters which have been posted in a dedicated corporate governance information section on the Company's website at https://iou-pay.com/governance.html

only			PRINCIPLES AND RECOMMENDATIONS	COMPLY	EXPLANATION
1		Lay solid foundations for management and oversight
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1.1		A listed entity should have and disclose a board charter setting out:	Yes	The respective roles and responsibilities of the Board and
		(a) the respective roles and responsibilities of its board and		management are defined under the Board Charter, a copy of which is
			available on the Company's website at https://iou-
		management; and
			pay.com/governance.html
		(b) those matters expressly reserved to the board and those delegated		There is a clear delineation between the Board's responsibility for the
		to management.		Company's strategy and activities, and the day-to-day management
				of operations conferred upon officers of the Company.
				For specific delineation of these Board roles throughout the reporting
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				period please see Section 2.5.
1.2		A listed entity should:	Yes	The process for selection, appointment, and re-appointment of
		(a) undertake appropriate checks before appointing a director or senior		directors is detailed in the Nomination and Remuneration Committee
			Charter, a copy of which is available on the Company's website at
		executive or putting someone forward for election as a director; and
			https://iou-pay.com/governance.html
		(b) provide security holders with all material information in its		Under this policy appropriate checks are required before the
			possession relevant to a decision on whether or not to elect or re-		appointment of directors or senior executives.
			elect a director.		The Directors provide all shareholders with all material information in
					the Committee's possession relevant to a decision on whether or not
					to elect or re-elect a director including, biographical details,
					qualifications, a statement as to whether the Board supports the
					nomination of the director and the degree of independence of the
					director and, details of any existing directorships held.

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	PRINCIPLES AND RECOMMENDATIONS	COMPLY			EXPLANATION
A listed entity should have a written agreement with each director and	Yes	The Company requires each director and senior executive to execute
senior executive setting out the terms of their appointment.		a written agreement setting out the terms of their appointment.
The company secretary of a listed entity should be accountable directly to	Yes	The company secretary reports directly to the chair of the Board, (in
the board, through the chair, on all matters to do with the proper		respect of his role as company secretary).
functioning of the board.		The role of the company secretary is outlined in the Board Charter, a
			copy of which is available on the Company's website at https://iou-
			pay.com/governance.html
A listed entity should:	No	The Company has adopted a Diversity Policy, a copy of which is
(a) have and disclose a diversity policy;		available on the Company's website at https://iou-
	pay.com/governance.html
(b) through its board or a committee of the board set measurable		The Diversity Policy requires the Board to establish measurable
objectives for achieving gender diversity in the composition of its		objectives to assist the Company to achieve gender diversity and to
board, senior executives and workforce generally; and		assess the Company's progress in achieving these objectives.
(c) disclose in relation to each reporting period:		The Nomination and Remuneration Committee reports to the Board
			on gender diversity initiatives. The Directors Report includes
(i)	the measurable objectives set for that period to achieve		disclosures on the Company's measurable objectives for gender
	gender diversity;		diversity and provides an update on the progress towards achieving
			these objectives.
(ii)	the entity's progress towards achieving those objectives; and		The Company is not considered a "relevant employer" under the
(iii)	either:		Workplace Gender Equality Act. The respective proportion of men
	and women across the IOU workforce is as follows:
	(A) the respective proportions of men and women on the
				Male (%)		Female (%)
	board, in senior executive positions and across the
	whole workforce (including how the entity has defined
	"senior executive" for these purposes); or			Board	5 (100%)		0 (0%)
	(B) if the entity is a "relevant employer" under the
			Senior Executive*	6 (75%)		2 (25%)
	Workplace Gender Equality Act, the entity's most
	recent "Gender Equality Indicators", as defined in and
	published under that Act.			All employees	27 (45%)		33 (55%)
If the entity was in the S&P/ASX 300 Index at the commencement
	*Senior Executive is defined as the CEO and the Executive
of the reporting period, the measurable objective for achieving
	Leadership Team members who report directly to the CEO
gender diversity in the composition of its board should be to have

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PRINCIPLES AND RECOMMENDATIONS	COMPLY	EXPLANATION
not less than 30% of its directors of each gender within a specified		The entity was not in the S&P/ASX 300 Index at the commencement
period.		of the reporting period.
		The Board reviews it's composition from time to time and administers
		any Board search in conjunction with the Board approved Diversity
		Policy, and will continue to review the appropriate definition of a
		measurable objective for achieving gender diversity at a Board level,
		however notes that as a employing organisation and Group the total
		staff by proportion are 55% female and 45% male.
A listed entity should:	Yes	Under the Board Charter, the Board is required to regularly, with the
(a) have and disclose a process for periodically evaluating the		advice and assistance of the Nomination and Remuneration
	Committee, to review and evaluate the performance of the Board, its
performance of the board, its committees and individual directors;
	Committees and individual directors against the relevant charters,
and
	corporate governance policies, and agreed goals and objectives (as
(b) disclose for each reporting period whether a performance evaluation		applicable).
has been undertaken in accordance with that process during or in		The Board as currently formed was only constituted following an
respect of that period.		EGM during the year and intends to assess its performance and the
		performance of its committees and directors via a detailed,
		anonymous, self-evaluation which will include a survey regarding all
		areas of Board and Committee performance.
		This Board intends to complete this process by 31 December 2021.
A listed entity should:	Yes	Under the Board Charter, the Board (with the advice and assistance
(a) have and disclose a process for evaluating the performance of its		of the Nomination and Remuneration Committee) is responsible for
	reviewing and approving the performance of the members of the
senior executives at least once every reporting period; and
	executive leadership team.
(b) disclose for each reporting period whether a performance evaluation		The Non-Executive Directors (NEDs) annually assess the
has been undertaken in accordance with that process during or in		performance of the Senior Executive function according to agreed
respect of that period.		performance indicators. Where areas for improvement are identified,
		the NEDs direct actions and implement strategies to put into effect
		appropriate improvements.
		The Senior Executive function is responsible for assessing the
		performance of their direct reports and identifying areas for
		improvement and strategies designed to implement appropriate
		improvements. The Local CEO consults the Board regarding the

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		PRINCIPLES AND RECOMMENDATIONS	COMPLY	EXPLANATION
				remuneration of the Senior Executive function, including any bonus or
				proposed issue under the Company's employee share plan.
				During the reporting period, the performance of the Local CEO and
				senior executives were assessed, areas for improvement identified
				and strategies adopted to implement improvements.
	Structure the board to be effective and add value
The board of a listed entity should:	No	Where constituted, the Nomination and Remuneration Committee is
	(a) have a nomination committee which:		governed by a Nomination and Remuneration Committee Charter,
		which is available on the Company's website at https://iou-
	(i)	has at least three members, a majority of whom are		pay.com/governance.html
		independent directors; and		Due to the level of Board changes throughout the reporting period
	(ii)	is chaired by an independent director, and		(see item 2.2) the Board resolved that all remuneration and
		nomination matters be dealt with by the full Board of Directors.
	disclose:		Subsequent to the reporting period, having the appropriate members
	(iii) the charter of the committee;		to constitute the Nomination and Remuneration Committee, the
		Board has formed the Nomination and Remuneration Committee.
	(iv) the members of the committee; and		The Nomination and Remuneration Committee consists of three
	(v) as at the end of each reporting period, the number of times		members, Datuk Khairul Idham Bin Ismail, Kwong Yang Chong
		(being independent non-executive directors).and Paul Russel who is
		the committee met throughout the period and the individual		an executive director.
		attendances of the members at those meetings; or		The Nomination and Remuneration Committee is chaired by Datuk
	(b) if it does not have a nomination committee, disclose that fact and		Khairul Idham Bin Ismail who is an independent director for ASX
	the processes it employs to address board succession issues and to		purposes.
	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.
A listed entity should have and disclose a board skills matrix setting out the	Yes	The below Board skills matrix broadly provides a detailed description
mix of skills that the board currently has or is looking to achieve in its		of the desired skills and behaviours that are considered important to
membership.		achieve in the board memberships. Throughout the period this matrix
				was administered by the Board for nominations made.
				These include the following competencies:

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PRINCIPLES AND RECOMMENDATIONS	COMPLY		EXPLANATION
		1.	Strategic and commercial acumen;
		2.	Corporate governance experience;
		3.	Financial acumen;
		4.	Risk and compliance;
		5.	Global technology B2B business experience;
		6.	Marketing / new product development;
		7.	Wholesale debt transaction funding;
		8.	Executive leadership;
		9.	Technology infrastructure;
		10. People, culture and conduct; and
		11. Mergers and acquisitions experience.
		In conjunction with the formation of the Nomination and
		Remuneration Committee (newly constituted subsequent to the
		reporting period), moving forward the Nomination and Remuneration
		Committee will use the above matrix for future appointments in
		assessing the current skills and diversity of the Board and its needs
		going forward.
		The Company's Nomination and Remuneration Committee is
		responsible for regularly reviewing the size, composition and skills of
		the Board to ensure that the Board is able to discharge its duties and
		responsibilities effectively and to identify any gaps in the skills or
		experience of the Board.
		With reference to Item 2.5, the Board considers there is currently an
		appropriate mix of skills, cultural diversity and experience on the
		Board, taking into account the size of the Company and the nature of
		its operations.
A listed entity should disclose:	Yes	The Company assesses the independence of its directors against the
(a) the names of the directors considered by the board to be		requirements for independence set out in the Board Charter which is
	based upon the independence criteria set out in the ASX Corporate
independent directors;
	Governance Principles.