Corporate Governance Statement

Corporate Governance at SenSen

This Corporate Governance Statement summarises SenSen Network Limited's main corporate governance policies and outlines the extent to which the company's corporate governance policies and practices are consistent with the fourth edition of the Corporate Governance Principles and Recommendations published by the ASX Corporate Governance Council (ASX Recommendations).

Consistent with prior years, the Board does not consider that all of the ASX Recommendations are appropriate for the company given the size and related provisions in our constitution regarding Board composition and shareholding requirements. SenSen has followed all of the ASX Recommendations during the financial year ended 30 June 2022 (reporting period), unless stated otherwise.

Copies of policies referred to in this Corporate Governance Statement and Board and Committee charters are available in the corporate governance section of the company's website www.Sensen.ai.

This Corporate Governance Statement is current as at 30 June 2022 and has been approved by the Board.

SenSen FY2022 Governance highlights

SenSen made significant investments in governance during the reporting period, including:

  • Reviewing and our Board and Committee Charters.
  • Reviewing and updating a number of governance policies, including the Continuous Disclosure and Shareholder Engagement Policy, Share Trading Policy, Anti-Bribery & Corruption Policy, Diversity Policy, and Code of Conduct and Whistleblower Policy
  • Reviewing SenSen's Values
  • Conducting an internal accredited Director workshop with accredited boardroom expert Julie Garland McLellan
  • Supporting Directors to attend conferences and courses

Our purpose, vision, and values

Corporate governance is of vital importance to the company and is undertaken with due regard to all the company's stakeholders. We are committed to providing our stakeholders with credible, transparent, and timely information as we seek to create and sustain value in all we do. This is supported by SenSen's values, which inform our decisions from the top down and underpin our corporate culture.

Our values are set out below.

Solving the impossible

Integrity - Always doing the right thing, and bringing the values into all businesses, customer, and employee relations

Ingenuity - developing innovative AI solutions to solve our customers everyday problems, reducing labour intensive tasks. Solving the impossible

Excellence - partnering with our customers to deliver beyond their expectations

Leadership and oversight

The SenSen Board is committed to ensuring the corporate governance frameworks, policies and practices are of a high standard. This commitment is delivered through continuous improvement and ensuring the Board has a sound understanding of current governance requirements and practices, as well as keeping abreast of emerging trends and changing stakeholder expectations.

The Board and Management Team

The Board is responsible for the governance of the company and oversees its operational and financial performance. The Board retains ultimate responsibility for the strategy, risk appetite and performance of the company, and has delegated responsibility for day-to-day management and implementation of the Board approved strategy and risk management policies to the Chief Executive Officer (CEO).

The Board

SenSen's current Directors roles and responsibilities are set out on the following page. For more information on the Directors skills and experience see the website.

Subhash Challa

Executive Chairman & CEO

Member of the Audit and Risk Committee Director since 2017

David Smith

Executive Director, COO and Company Secretary

Member of the Audit and Risk Committee Director since 2011

Heather Scheibenstock FGIA, FCGI, GAICD Executive Director, Chief Sales Officer Casinos and Gaming

Chair of the Audit and Risk Committee Director since 2018

Zenon Pasieczny Non-Executive Director

Member of the Audit and Risk Committee Director since 2017

The names, qualifications, tenure and experience of all Board and Committee members and their attendance at Board and Committee meetings are included in the company's Annual Report.

SenSen has written agreements with all Directors setting out the key terms of their appointment.

The Board has adopted formal written charters detailing the roles and responsibilities of the Board, and each Committee, and management (through the CEO), to ensure these roles are clearly defined, separated, and enable an effective process of evaluation.

Board Committee

The Board has established one formal committee (Audit and Risk) and has delegated duties to assist the Board in exercising its responsibilities and discharging its duties.

The Audit and risk committee has a separate charter that sets out the conduct, objectives, and proceedings of that committee, as well as the membership and any other requirements for the running of the committee.

The Finance Audit Committee is currently chaired by an executive director and is comprised of executive directors and non-executive directors and does not comply with Recommendation 4.1 of the ASX Principles to the extent that it recommends that an audit committee consists of a majority of independent Directors and is chaired by an independent Director. However, the Board believes that in the context of the current make- up and size of the Board, the perspective and expertise that the current members bring to the Committee is appropriate. Furthermore, the Chair is discharging her role effectively and brings valuable expertise and experience to that role.

SenSen does not comply with Recommendation 2.1 and 8.1 of the ASX Principles to the extent that it recommends a Nomination committee and a remuneration committee that consists of a majority of independent Directors. However, the Board believes that, in the context of the current make-up and size of the Board, the perspective and expertise that the current members of the board is appropriate.

The Board oversees the appointment and induction process for Directors and committee members, and the selection, appointment, and succession planning process of the Company's executive management team. The appropriate skill mix, personal qualities, expertise, and diversity are factors considered in each case. When a vacancy exists or there is a need for particular skills, the Board determines the selection criteria based on the required skills.

The audit and risk committee regularly reports to the Board on all matters relevant to the Committee's roles and responsibilities.

The number of times each committee met during FY21 is set out in the 2022 Annual Report.

The Chair/CEO

The Chair of the Board and CEO, Dr Subhash Challa, is an Executive Director and a resident Australian citizen. As Chair, Dr Challa is responsible to lead the Board and manage the Board function and performance in accordance with the Board Charter. The Chair's responsibilities are set out in more detail in the Board Charter. While the Chair is not an independent Director, the Board considers that the Chair is discharging his role effectively and provides valuable sector expertise and experience.

As CEO Dr Challa is responsible for the day-to-day management and implementation of Board approved strategy and risk management policies.

SenSen does not comply with recommendation 2.5 of the ASX recommendations. Given the size and scope of the Company's operations, the Board considers that it is appropriately structured relevant to the Company's current business. The Board considers that the experience, skills, and expertise that Mr Subhash Challa brings to the role outweighs the benefits of an independent chairman. However, the Board is cognisant that, as the Company expands and develops its activities, the Board will be required to review and restructure its composition to meet the most appropriate requirements.

The Board acknowledges the need to appoint an independent Chairperson to the Board and is actively looking for a suitably qualified candidate.

Company Secretary

The Company Secretary is appointed and removed by the Board and reports to and is accountable to the Board, through the Chairman, on all matters to do with the proper functioning of the Board and Board Committees. Further details on the Company Secretary are provided in the Directors' Report within the 2022 Annual Report.

Board Governance and performance

Succession Planning and Appointment Process

Board composition requirements are set out in the company's Constitution.

The procedure for the selection and appointment of new Directors and the re-election of incumbent Directors, and the Board's policy for the nomination and appointment of Directors, is set out in the Nomination Committee Charter.

Prior to the election of any Director candidate, the company provides shareholders with all material information in the company's possession that is required to support an informed decision by

shareholders. The company undertakes appropriate background checks before appointing a person, or putting forward to shareholders a candidate for election, as a Director.

Board Skills Matrix

The company aims to achieve a mix of strategic, technology/AI, industry knowledge, finance, risk management and other business skills among the Directors to lead and monitor the company as well as protect the interests of all stakeholders and shareholders. The table below sets out the range of skills identified as important for the Board and the current number of Directors that have been assessed as having that skill

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Disclaimer

Sensen Networks Limited published this content on 29 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 September 2022 10:13:07 UTC.