Corporate Governance

The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. It is responsible for corporate governance of the Company. The goals of the corporate governance processes are to:

• maintain and increase Stakeholder value
• ensure a prudential and ethical basis for the Company’s conduct and activities
• ensure compliance with the Company’s legal and regulatory objectives

Consistent with these goals, the Board assumes the following responsibilities:

• developing initiatives for asset growth
• reviewing the corporate, commercial, and financial performance of the Company on a regular basis
• acting on behalf of, and being accountable to, the Stakeholders
• identifying business risks and implementing actions to manage those risks and corporate systems to assure quality

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in the Board discussions on a fully informed basis.

Election of Board members is substantially the province of the Shareholders in general meeting. However, subject thereto, the Company is committed to the following principles:

• the Board is to comprise Directors with a blend of skills, experience and attributes appropriate for the Company and its business
• the principal criterion for the appointment of new Directors is their ability to add value to the Company and its business

No formal nomination committee or procedures have been adopted for the identification, appointment, and review of the Board membership, but an informal assessment process, facilitated by the Chairman in consultation with the Company’s advisors, has been committed to by the Board.

The remuneration of the Chief Executive Officer will be decided by the Board. Other Executive Directors’ and Executives’ remuneration will be determined by the Chief Executive Officer and approved by the Board, without the relevant affected Executive Director participating in that decision-making process. The Board may award additional remuneration to Non-Executive Directors called upon to perform extra services or make special exertions on behalf of the Company. The Board does not consider its current size and structure or the operations of the Company of a sufficient magnitude to establish a separate Remuneration Committee. However, it has a Remuneration Committee Charter which the Board will follow. Total Board remuneration will be subject to shareholder approval at each Annual General Meeting.

The Company, in general meetings, is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.

The Board does not consider its current size and structure or the operations of the Company of a sufficient magnitude to establish a separate Audit Committee. However, it has an Audit Committee Charter which the Board will follow.

The Board’s collective experience will enable accurate identification of the principal risks that may affect the Company’s business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

The Board is committed to the establishment and maintenance of appropriate ethical standards.

Access to information and advice
All directors have unrestricted access to Group company records and information, management, and employees for the purpose of discharging their director’s duties.

The Board, Committees or individual directors may (at the Company’s expense) seek independent external professional advice as considered reasonably necessary, subject to prior approval of the chairperson (which cannot be unreasonably withheld or delayed). A copy of any such advice is to be made available to all members of the Board.

Disclosure policy
The Board has agreed on guidelines for assessing materiality of matters that need to be brought to the attention of the chairperson.

Corporate code of conduct
The Company is committed to operating with integrity and a duty of care to its stakeholders (shareholders, employees, customers, suppliers etc) and the broader community in which it operates. This corporate code of conduct (Code) outlines the framework for ensuring that the Company’s decision making, and actions are undertaken in an ethical and accountable manner. All Company directors and employees are required to comply with this Code.

Continuous disclosure policy
For so long as Fertoz is listed on the ASX, Fertoz will comply with the continuous disclosure requirements of the ASX Listing Rules, the Corporations Act and any other applicable legislation.

Fertoz will disclose to the ASX any information relating to the Company which a reasonable person would expect to have a material effect on Fertoz’s share price as soon as Fertoz becomes aware of that information.

All relevant information provided to the ASX will be posted on the Fertoz website after the ASX confirms the announcement has been made.