Roots Sustainable Agricultural Technologies : Appendix 4G

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1

A listed entity should have and disclose a board charter setting



in our Corporate Governance Statement AND

☐ set out in our Corporate Governance Statement OR

out:

(a) the respective roles and responsibilities of its board and



☐ we are an externally managed entity and this

management; and

and we have disclosed a copy of our board charter at:

recommendation is therefore not applicable

(b) those matters expressly reserved to the board and those

https://rootssat.com/corporate-governance/(Board

delegated to management.

Charter)

1.2

A listed entity should:



in our Corporate Governance Statement.

☐ set out in our Corporate Governance Statement OR

(a) undertake appropriate checks before appointing a director or

senior executive or putting someone forward for election as

☐ we are an externally managed entity and this

a director; and

recommendation is therefore not applicable

(b) provide security holders with all material information in its

possession relevant to a decision on whether or not to elect

or re-elect a director.

1.3

A listed entity should have a written agreement with each director



in our Corporate Governance Statement.

☐ set out in our Corporate Governance Statement OR

and senior executive setting out the terms of their appointment.

☐ we are an externally managed entity and this

recommendation is therefore not applicable

1.4

The company secretary of a listed entity should be accountable



in our Corporate Governance Statement.

☐ set out in our Corporate Governance Statement OR

directly to the board, through the chair, on all matters to do with

the proper functioning of the board.

☐ we are an externally managed entity and this

recommendation is therefore not applicable

ASX Listing Rules Appendix 4G

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Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

1.5

A listed entity should:



in our Corporate Governance Statement.



for paragraphs (b) and (c) (1) and (2) - explanation why

(a) have and disclose a diversity policy;

and we have disclosed a copy of our diversity policy (a) at:

that is so in our Corporate Governance Statement OR

(b) through its board or a committee of the board set

☐ we are an externally managed entity and this

measurable objectives for achieving gender diversity in the

https://rootssat.com/corporate-governance/(Diversity

composition of its board, senior executives and workforce

Policy)

recommendation is therefore not applicable

generally; and

1.6

A listed entity should:



in our Corporate Governance Statement.

☐ set out in our Corporate Governance Statement OR

(a) have and disclose a process for periodically evaluating the

performance of the board, its committees and individual

and we have disclosed the evaluation process referred to in paragraph

☐ we are an externally managed entity and this

directors; and

(a) at:https://rootssat.com/corporate-governance/

recommendation is therefore not applicable

(b) disclose for each reporting period whether a performance

(Nomination Committee Charter)

evaluation has been undertaken in accordance with that

and whether a performance evaluation was undertaken for the

process during or in respect of that period.

reporting period in accordance with that process at:

in our Corporate Governance Statement.

ASX Listing Rules Appendix 4G

Page 3

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

1.7

A listed entity should:



in our Corporate Governance Statement.

☐ set out in our Corporate Governance Statement OR

(a) have and disclose a process for evaluating the performance

of its senior executives at least once every reporting period;

and we have disclosed the evaluation process referred to in paragraph

☐ we are an externally managed entity and this

and

(a) at:https://rootssat.com/corporate-governance/

recommendation is therefore not applicable

(b) disclose for each reporting period whether a performance

(Nomination Committee Charter)

evaluation has been undertaken in accordance with that

and whether a performance evaluation was undertaken for the

process during or in respect of that period.

reporting period in accordance with that process at:



in our Corporate Governance Statement.

ASX Listing Rules Appendix 4G

Page 4

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period above. Our

have disclosed this in our Corporate Governance Statement:

reasons for not doing so are:5

PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE

2.1

The board of a listed entity should:

and we have disclosed the fact that we do not have a nomination

☐ set out in our Corporate Governance Statement OR

(a) have a nomination committee which:

committee and the processes we employ to address board succession

(1) has at least three members, a majority of whom are

issues and to ensure that the board has the appropriate balance of

☐ we are an externally managed entity and this

skills, knowledge, experience, independence and diversity to enable it

independent directors; and

recommendation is therefore not applicable

to discharge its duties and responsibilities effectively at:

(2) is chaired by an independent director,



in our Corporate Governance Statement

and disclose:

(3) the charter of the committee;

(4) the members of the committee; and

(5) as at the end of each reporting period, the number

of times the committee met throughout the period

and the individual attendances of the members at

those meetings; or

(b) if it does not have a nomination committee, disclose that

fact and the processes it employs to address board

succession issues and to 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.

2.2

A listed entity should have and disclose a board skills matrix



set out in our Corporate Governance Statement OR

setting out the mix of skills that the board currently has or is

looking to achieve in its membership.

☐ we are an externally managed entity and this

recommendation is therefore not applicable

ASX Listing Rules Appendix 4G

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