Finexia Financial : Corporate Governance Statement (revised)

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CORPORATE GOVERNANCE STATEMENT 2021 (REVISED EDITION 6 JULY 2022)

Finexia Financial Group Limited ('Finexia') is committed to the implementation and maintenance of good corporate governance practices. The Statement sets out the extent to

which Finexia's Board has followed the best practice recommendations set by the ASX Corporate Governance Council 's Corporate Governance Principles and Recommendations

(ASX 4th Edition) during the financial year ended 30 June 2021.

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The Statement is approved and authorised by the Board.

The Statement and Corporate Governance policies, which includes below, are posted on the Finexia website: www.finexia.com.au

-

Board Charter

- Board Performance Evaluation Policy

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-

Code of Conduct

-

Diversity Policy

-

Audit and Risk Management Committee Charter

- Remuneration and Nomination Committee Charter

-

Security Trading Policy

-

Continuous Disclosure Policy

-

Shareholder Communications Policy

ACN 106 760 418

www.finexia.com.au

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Principal

Recommendation

Compliance

Comment

No.

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1.

LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1

A listed entity should have and disclose a

Complies

The Board's responsibilities are set out in the Company's Board Charter. Finexia Financial Group Limited's (Finexia)

Board charter setting out:

Board Charter is set out in the Corporate Governance Policy. The Board Charter discloses the specific responsibilities

• the respective roles and

of the Board and provides that the Board shall delegate responsibility for the day-to-day operations and administration

of Finexia to the Executive Director.

responsibilities of its board and

management; and

• those matters expressly reserved to

the board and those delegated to

management.

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1.2

A listed entity should:

Complies

The Board's responsibilities in relation to director appointments are set out in the Company's Board Charter. Finexia's

• undertake appropriate checks before

Board Charter is set out in the Corporate Governance Policy. Appropriate checks include character, experience,

appointing a director or senior

education history and background including bankruptcy checks and police checks as part of the process.

executive or putting someone forward

All employees of Finexia Financial Group are subjected to appropriate checks before being made an offer of

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for election, as a director; and

employment, including a National Police Check.

• provide security holders with all

All relevant material information to a decision on whether or not to elect or re-elect a director is provided to security

material information in its possession

holders in the Notice of Meeting containing the resolution to re-elect a Director.

relevant to a decision on whether or

not to elect or re-elect a director.

1.3

A listed entity should have a written

Complies

Finexia has entered into such agreements with each Director and senior executive.

agreement with each director and senior

executive setting out the terms of their

appointment.

ACN 106 760 418

www.finexia.com.au

2

Principal

Recommendation

Compliance

Comment

No.

1.4

The Company Secretary of a listed entity

Complies

The Company Secretary has a direct reporting line and is accountable to the Board through the Chair.

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should be accountable directly to the

Board, through the Chair, on all matters to

do with the proper functioning of the

board.

1.5

A listed entity should:

Does not

The Company is committed to the principle of equal opportunity for all employees at all levels of employment within the

a) have and disclose a Diversity Policy;

comply

Company and this is reflected in the Diversity Policy. The policy includes requirements for the Board to establish

measurable objectives for achieving gender diversity and for the Board to assess annually both the objectives and progress

b) through its board or a committee of

in achieving them.

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the board set measurable objectives

The Company recognises that a talented and diverse workforce is a key competitive advantage. The Company is

for achieving gender diversity in the

committed to developing a workplace that promotes diversity. The Company's policy is to recruit and manage its workforce

composition of its

board, senior

based on merit, competence and performance regardless of age, nationality, race, gender, religious beliefs, sexuality,

executives and workforce generally;

physical ability or cultural background.

and

c) disclose in relation to each reporting

The Board did not set measurable gender diversity objectives for the past financial year with respect to recommendation

1.5(c). The Board does not disclose the progress towards meeting the Policy's diversity targets at the end of each reporting

period:

period. It is the Board's intention to formalise this disclosure at a time when the size of the Company and its activities warrant

1.

the

measurable

objectives

set

such disclosures. The Company's position is reviewed annually by the Board.

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for the period to achieve gender

diversity;

2. the

entity's progress towards

achieving those objectives; and

3.

either:

A.

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

ACN 106 760 418

www.finexia.com.au

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Principal

Recommendation

Compliance

Comment

No.

B. if the entity is a "relevant

only

employer"

under

the

Workplace

Gender

Equality

Act,

the

entity's

most

recent

"Gender

Equality

Indicators",

as

defined 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

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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 specific period.

1.6

A listed entity should:

Does not

The Chairman conducts an informal review during the financial year whereby the performance of the Board as a whole

(a)

have and disclose a process

Comply

and the individual contributions of each director are reviewed. The Board considers that at this stage of the Company's

development this informal process is appropriate.

for periodically evaluating the

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performance of the board, its

committees and individual directors;

and

(b)

disclose for each reporting

The Company does not disclose in each reporting period whether a performance evaluation has taken place. It is the

Board's intention to formalise this disclosure at a time when the size of the Company and its activities warrant such

period whether a performance

disclosures.

evaluation was undertaken in

accordance with that process or in

respect of that period.

ACN 106 760 418

www.finexia.com.au

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