Total Brain : Corporate Governance Charters & Policies

TOTAL BRAIN LIMITED (ASX: TTB)

Corporate Governance Charters & Policies 2021

This version approved by the Board on 24 June 2021.

www.totalbrain.com

	Contents
1	INTRODUCTION .........................................................................................................................................	3
CHARTERS ..........................................................................................................................................................	6
2	BOARD CHARTER .......................................................................................................................................	6
3	AUDIT AND RISK COMMITTEE CHARTER .................................................................................................	14
4	REMUNERATION & NOMINATION COMMITTEE CHARTER .....................................................................	19
POLICIES...........................................................................................................................................................	22
5	ANTI-BRIBERY AND ANTI-CORRUPTION POLICY ......................................................................................	22
6	CODE OF CONDUCT .................................................................................................................................	28
7	COMMUNICATION AND DISCLOSURE POLICY .........................................................................................	32
8	DIVERSITY POLICY ....................................................................................................................................	36
9	PRIVACY POLICY.......................................................................................................................................	40
10	RISK MANAGEMENT POLICY....................................................................................................................	42
11	SECURITIES TRADING POLICY ..................................................................................................................	43
12	WHISTLEBLOWER POLICY ........................................................................................................................	50

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1 INTRODUCTION

Purpose

The Board and Management of Total Brain Limited (the Company) and any subsidiaries, collectively known as the Group, are committed, individually and collectively, to complying with all legal obligations and maintaining high standards of ethics and integrity in all Company dealings.

These Corporate Governance Charters & Policies (Charters & Policies) are a compilation of the charters and policies enacted by the Board of Directors to govern the Company. It provides in the one document how Company Personnel will conduct business with internal and external stakeholders, and sets out the Company's position on a range of matters required by legislation and stakeholders, including the ASX Corporate Governance Council Principles and Recommendations 4th edition (2019). The charters and policies contained in this document are enacted by a suite of management process and procedures.

In addition to these Charters & Policies, the Company is also governed by its constitution, which is available on the Company website.

Who do these Charters & Policies apply to?

These Charters & Policies apply to all individuals at all levels who are employed by, act for, or represent the Company and its subsidiaries (Company Personnel, also referred to as 'you' in this Code) anywhere in the world. For the purposes of these Charters & Policies, Company Personnel includes:

1. directors;
2. officers;
3. managers;
4. employees;
5. contractors;
6. consultants; and
7. any other person representing the Company.

These Charters & Policies applies to Company Personnel irrespective of their employment status (that is, whether they are employed on a full-time,part-time, maximum term, casual or temporary basis).

Non-compliance and reporting obligations

It is your responsibility to report to your line manager any actual or suspected breach of these Charters & Policies or of any applicable laws and regulations. If you do not feel comfortable making a report to your line manager, you should contact an executive or director, Human Resources, Company Secretary, or the Whistleblower service set out later in these Charters & Policies.

If an actual or suspected breach of these Charters & Policies is brought to your attention, you must report it through the proper channel.

All potential violations of these Charters & Policies may be regarded as misconduct and will be taken seriously and investigated. If it is substantiated that you have failed to comply with these Charters & Policies, you may be subject to disciplinary action up to and including termination of employment or termination of contract.

In addition, certain actions may breach legislation resulting in conviction, fines and / or imprisonment.

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Further guidance

If you require further guidance as to these Charters & Policies, please contact your Human Resources representative, or the Company Secretary.

Review

These Charters & Policies are reviewed upon changes to underlying legislation and at least once per calendar year by the Board to ensure its currency. Any changes to the Charters & Policies require approval of the Board.

Material changes in the Securities Dealing Policy will be notified to the ASX in accordance with the Listing Rules. The current version of these Charters & Policies (including the Securities Dealing Policy) is displayed on the Company website.

This date this version of the Charters & Policies was approved by the Board appears on the front cover.

Definitions

In this Charters & Policies, the following definitions apply:

	Term	Meaning
	Board	the Board of the Company
	CEO	the Chief Executive Officer (who may also be the Managing Director) (if
		any)
	CFO	the Chief Financial Officer
	Chair	the chair of the Board
	Charters & Policies	these Corporate Governance Charters & Policies
	Code	the Code of Conduct set out in these Charters & Policies
	Company Personnel	For the purposes of these Charters & Policies, Company Personnel
		includes:
		a) directors		e) contractors
		b) officers		f) consultants, and
		c) managers	g) any other person representing the Company.
		d) employees
		These Charters & Policies apply to Company Personnel irrespective of
		their employment status (that is, whether they are employed on a full-
		time, part-time, maximum term, casual or temporary basis).
	Corporations Act	the Corporations Act 2001
	Company	Total Brain Limited [ACN 094 069 682]
	Constitution	the constitution of the Company
	Director	a director of the Company
	General Meeting	a general meeting of shareholders of the Company and for the
		avoidance of doubt includes the annual general meeting
	Group	the Company, its subsidiaries, and related bodies corporate
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	Term	Meaning
	Related Entity	has the same meaning as provided under section 9 of the Corporations
		Act 2001 (Cth);
	Reporting Period	the financial period covered by the annual report of the Company
	Secretary	the secretary of the Company
	Senior Executive and	employees of the Company who manage the Company pursuant to the
	Senior Management	directions and delegations of the
	You	Company Personnel (refer above)

There are further specific definitions within certain policies.

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