Yowie : Corporate Governance Statement 2022

(c) disclose in relation to each

website.

reporting period:

Due to the current size and composition of the organisation, the Board

(1) the measurable

does not consider it appropriate to provide measurable objectives in

objectives set for that

relation to gender. The Company is committed to ensuring that the

period to achieve gender

appropriate mix of skills, experience, expertise and diversity are

diversity;

considered when employing staff at all levels of the organisation, and

(2) the entity's progress

when making new senior executive and Board appointments, and is

satisfied that the composition of employees, senior executives

and

towards achieving those

members is appropriate considering its size and environment.

The

objectives; and

Company has the objective to improve the current ratio of women to

(3) either:

men with its proposed staff recruitment as soon as the scale of its

(A) the respective

operations allows so.

At the date of this report the Company has 12 full-time and part time

proportions of men

and women on the

employees, 4 of which are female. No women are currently represented

board, in senior

on the Board.

executive positions

and across the

whole workforce

(including how the

entity has defined

"senior executive"

for these purposes);

or

(B) if the entity is a

"relevant employer"

under the

Workplace Gender

Equality Act, the

entity's most recent

"Gender Equality

Indicators", as

defined in and

published under

that Act.

Recommendation 1.6

Partially

The Board/Nomination Committee/Remuneration Committee (each and

A listed entity should:

as applicable, and in its absence the Board) has not adopted any formal

(a) have and disclose a process

procedures for the review of the performance of the Board, its

committees, individual directors and senior executives. The Board has

for periodically evaluating

however adopted an on-goingself-evaluation process to measure its

the performance of the

performance, which is currently considered to meet the Board's

board, its committees and

obligations sufficiently.

individual directors; and

The review process takes into consideration all of the Board's key areas

(b) disclose for each reporting

of responsibility and accountability and is based on an amalgamation of

period whether a

factors including capability, skill levels, understanding of industry

performance evaluation has

complexities, risks and challenges, and value adding contributions to the

been undertaken in

overall management of the business.

accordance with that process

The review includes; comparing the performance of the Board with the

during or in respect of that

period.

requirements of its charter, examination of the Boards interaction with

management, the nature of information provided to the Board by

management, managements performance in assisting the Board to meet

its objectives and analysis of whether there is a need for existing

Directors to undertake professional development.

A similar review may be conducted for each committee by the Board with

the aim of assessing the performance of each committee and identifying

areas where improvements can be made.

The remuneration committee will oversee the evaluation of the

remuneration of the Company's senior executives. This evaluation is

based on specific criteria.

The Company completes performance evaluations in respect of the

Board, individual directors and committees (if any) for each financial year

in accordance with its policy.

The Board aims to ensure that shareholders are informed of all

information necessary to assess the performance of the directors.

Information is communicated to the shareholders through:

• the annual report which is distributed to all shareholders;

• the half-yearly report;

• the annual general meeting and other meetings to obtain

shareholder approval for Board actions as appropriate; and

• continuous disclosure in accordance with ASX Listing Rule 3.1 and

the Company's continuous disclosure policy

Recommendation 1.7

Partially

The Board/Nomination Committee/Remuneration Committee (each and

A listed entity should:

as applicable, and in its absence the Board) conducts an annual review of

(a)

have and disclose a process

the performance of the Board, its committees, individual directors and

senior executives.

for evaluating the

The remuneration committee will oversee the evaluation of the

performance of its senior

executives at least once

remuneration of the Company's senior executives. This evaluation is

every reporting period; and

based on specific criteria.

(b) disclose for each reporting

A performance evaluation of senior executives was undertaken during

period whether a

the reporting period.

performance evaluation has

been undertaken in

accordance with that process

during or in respect of that

period.

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

Recommendation 2.1

No

The Board has adopted a Nomination Committee Charter, however

The board of a listed entity should:

having regard to the number of members currently comprising the

(a)

have a nomination

Company's Board and the stage of the Company's development, the

Board does not consider it appropriate to delegate these responsibilities

committee which:

to a separate Nomination Committee.

(1) has at least three

The Board believes that no efficiencies or other benefits would be gained

members, a majority of

by establishing a separate Nomination Committee.

whom are independent

These arrangements will be reviewed periodically by the Board to ensure

directors; and

(2) is chaired by an

that they continue to be appropriate to the Company's circumstances.

Recommendations of candidates for new directors are made by the

independent director,

and disclose:

directors for consideration by the Board as a whole. If it is necessary to

appoint a new director to fill a vacancy on the Board or to complement

(3) the charter of the

the existing Board, a wide potential base of possible candidates is

considered. If a candidate is recommended by a director, the Board

committee;

assesses that proposed new director against a range of criteria including

(4) the members of the

background, experience, professional skills, personal qualities, the

committee; and

potential for the candidate's skills to augment the existing Board and the

(5) as at the end of each

candidate's availability to commit to the Board's activities. If these

criteria are met and the Board appoints the candidate as a director, that

reporting period, the

director must retire at the next following Annual General Meeting of

number of times the

Shareholders and will be eligible for election by shareholders at that

committee met

Annual General Meeting.

throughout the period

and the individual

As the Company grows and develops, it will review the merits of

attendances of the

establishing a formal Nomination Committee. Until then the Board

members at those

carries out the duties that would ordinarily be assigned to the

meetings; or

Nomination Committee under the written terms of reference for the