Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
October 01 2024 - 7:00AM
Edgar (US Regulatory)
FORM
6-K
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES
EXCHANGE ACT OF 1934
For
the Month of September , 2024
Commission
File Number 0-51504
GENETIC
TECHNOLOGIES LIMITED
(Exact
Name as Specified in its Charter)
N/A
(Translation
of Registrant’s Name)
60-66
Hanover Street
Fitzroy
Victoria
3065 Australia
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
This
Report on Form 6-K (including exhibits thereto) is hereby incorporated by reference into the registrant’s Registration Statement
on Form F-3 (File Nos. 333-276168), to be a part thereof
from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibit
Index
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date:
October 1, 2024
| GENETIC
TECHNOLOGIES LIMITED |
|
| |
|
| By: |
/s/
Mark Ziirsen |
|
| Name: |
Mark
Ziirsen |
|
| Title: |
Company
Secretary |
|
Exhibit
99.1
Rules
4.7.3 and 4.10.3
Appendix
4G
Key
to Disclosures
Corporate Governance Council Principles and Recommendations
| Name
of entity |
| Genetic
Technologies Ltd |
| ABN |
|
Financial
year ended: |
| 17
009 212 328 |
|
30
June 2024 |
Our
corporate governance statement1 for the period above can be found at:2
| ☐ |
These
pages of our annual report: |
|
| ☒ |
This
URL on our website: |
https://genetype.com/investor-centre/governance/ |
The
Corporate Governance Statement is accurate and up to date as at 30 September 2024 and has been approved by the board.
The
annexure includes a key to where our corporate governance disclosures can be located.3
| Date: |
30
September 2024 |
| |
|
| Name
of authorised officer authorising lodgement: |
Mark
Ziirsen |
1
“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing
Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council
during a particular reporting period.
Listing
Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate
governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located.
The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate
Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period,
its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state
its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation
during that period.
Under
Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual
report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX.
The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule
4.10.3.
Under
Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report
with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures
made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also
acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.
The
Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different
purposes and an entity must produce each of them separately.
2
Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your
corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable
and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection
and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
See
notes 4 and 5 below for further instructions on how to complete this form.
| ASX Listing Rules Appendix 4G | Page 1 |
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations |
ANNEXURE
– KEY TO CORPORATE GOVERNANCE DISCLOSURES
| Corporate
Governance Council recommendation |
Where
a box below is ticked,4 we have followed the recommendation in full for the whole of the period above.
We have disclosed this in our Corporate Governance Statement: |
Where
a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our 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 out:
(a) the
respective roles and responsibilities of its board and management; and
(b) those
matters expressly reserved to the board and those delegated to management. |
☒
and
we have disclosed a copy of our board charter at:
https://genetype.com/investor-centre/governance/ |
☐ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable |
| 1.2 |
A
listed entity should:
(a) undertake
appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and
(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. |
☒
|
☐ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable |
| 1.3 |
A
listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. |
☒
|
☐ set
out in our Corporate Governance Statement OR
☐ 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 directly to the board, through the chair, on all matters to do with the
proper functioning of the board. |
☒
|
☐ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable |
4
Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period
above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made,
where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your
corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made
in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”).
If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can
be accessed (eg “www.entityname.com.au/corporate governance/charters/”).
5
If you have followed all of the Council’s recommendations in full for the whole of the period above, you can,
if you wish, delete this column from the form and re-format it.
| ASX Listing Rules Appendix 4G | Page 2 |
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations |
| Corporate
Governance Council recommendation |
Where
a box below is ticked,4 we have followed the recommendation in full for the whole of the period above.
We have disclosed this in our Corporate Governance Statement: |
Where
a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing
so are:5 |
| 1.5 |
A
listed entity should:
(a) have
and disclose a diversity policy;
(b) through
its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior
executives and workforce generally; and
(c) disclose
in relation to each reporting period:
(1) the
measurable objectives set for that 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
(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.
If
the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for
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 specified period. |
☒
and
we have disclosed a copy of our diversity policy at:
https://genetype.com/investor-centre/governance/
and
we have disclosed the information referred to in paragraph (c) in our Corporate Governance Statement
|
☐ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable |
| 1.6 |
A
listed entity should:
(a) have
and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and
(b) disclose
for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect
of that period. |
☒
and
we have disclosed the evaluation process referred to in paragraph (a) at:
in
our Corporate Governance Statement
and
whether a performance evaluation was undertaken for the reporting period in accordance with that process at:
in
our Corporate Governance Statement |
☐ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable |
| ASX Listing Rules Appendix 4G | Page 3 |
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations |
| Corporate
Governance Council recommendation |
Where
a box below is ticked,4 we have followed the recommendation in full for the whole of the period above.
We have disclosed this in our Corporate Governance Statement: |
Where
a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing
so are:5 |
| 1.7 |
A
listed entity should:
(a) have
and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and
(b) disclose
for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect
of that period. |
☒
and
we have disclosed the evaluation process referred to in paragraph (a) at:
in
our Corporate Governance Statement
and
whether a performance evaluation was undertaken for the reporting period in accordance with that process at:
in
our Corporate Governance Statement
|
☐ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable |
| ASX Listing Rules Appendix 4G | Page 4 |
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations |
| Corporate
Governance Council recommendation |
Where
a box below is ticked,4 we have followed the recommendation in full for the whole of the period above.
We have disclosed this in our Corporate Governance Statement: |
Where
a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our 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:
(a) have
a nomination committee which:
(1) has
at least three members, a majority of whom are independent directors; and
(2) is
chaired by an independent director,
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. |
☐
[If
the entity complies with paragraph (a):]
and
we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and
the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If
the entity complies with paragraph (b):]
and
we have disclosed the fact that we do not have a nomination committee and the processes we employ 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 at:
Set
out in our Corporate Governance Statement
|
☒ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable |
| 2.2 |
A
listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking
to achieve in its membership. |
☐
and
we have disclosed our board skills matrix at:
……………………………………………………………………………..
[insert location] |
☒ set out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable |
| 2.3 |
A
listed entity should disclose:
(a) the
names of the directors considered by the board to be independent directors;
(b) if
a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion
that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and
an explanation of why the board is of that opinion; and
(c) the
length of service of each director. |
☒
and
we have disclosed the names of the directors considered by the board to be independent directors at:
in
our Annual Report and Corporate Governance Statement
and,
where applicable, the information referred to in paragraph (b) at:
N/A
and
the length of service of each director at:
in
our Annual Financial Report |
☐ set
out in our Corporate Governance Statement |
| ASX Listing Rules Appendix 4G | Page 5 |
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations |
| Corporate
Governance Council recommendation |
Where
a box below is ticked,4 we have followed the recommendation in full for the whole of the period above.
We have disclosed this in our Corporate Governance Statement: |
Where
a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing
so are:5 |
| 2.4 |
A
majority of the board of a listed entity should be independent directors. |
☒ |
☐ set out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable |
| 2.5 |
The
chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the
CEO of the entity. |
☒ |
☐ set out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable |
| 2.6 |
A
listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing
directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively. |
☒
|
☐ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable |
| Principle
3 – INSTIL A CULTURE of acting lawfully, ethically and responsibly |
| 3.1 |
A
listed entity should articulate and disclose its values. |
☒
and
we have disclosed our values at:
in
our Corporate Governance Statement |
☐ set
out in our Corporate Governance Statement |
| 3.2 |
A
listed entity should:
(a) have
and disclose a code of conduct for its directors, senior executives and employees; and
(b) ensure
that the board or a committee of the board is informed of any material breaches of that code by a director or senior executive; and
(2) any
other material breaches of that code that call into question the culture of the organisation. |
☒
and
we have disclosed our code of conduct at:
https://genetype.com/investor-centre/governance/ |
☐ set
out in our Corporate Governance Statement |
| 3.3 |
A
listed entity should:
(a) have
and disclose a whistleblower policy; and
(b) ensure
that the board or a committee of the board is informed of any material incidents reported under that policy. |
☒
and
we have disclosed our whistleblower policy at:
https://genetype.com/investor-centre/governance/ |
☐ set
out in our Corporate Governance Statement |
| ASX Listing Rules Appendix 4G | Page 6 |
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations |
| Corporate
Governance Council recommendation |
Where
a box below is ticked,4 we have followed the recommendation in full for the whole of the period above.
We have disclosed this in our Corporate Governance Statement: |
Where
a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing
so are:5 |
| 3.4 |
A
listed entity should:
(a) have
and disclose an anti-bribery and corruption policy; and
(b) ensure
that the board or committee of the board is informed of any material breaches of that policy. |
☒
and we have disclosed our anti-bribery and corruption policy at:
https://genetype.com/investor-centre/governance/
|
☐ set
out in our Corporate Governance Statement |
| ASX Listing Rules Appendix 4G | Page 7 |
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations |
| Corporate
Governance Council recommendation |
Where
a box below is ticked,4 we have followed the recommendation in full for the whole of the period above.
We have disclosed this in our Corporate Governance Statement: |
Where
a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing
so are:5 |
| Principle
4 – safeguard the integrity of corporate reports |
| 4.1 |
The
board of a listed entity should:
(a) have
an audit committee which:
(1) has
at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and
(2) is
chaired by an independent director, who is not the chair of the board,
and
disclose:
(3) the
charter of the committee;
(4) the
relevant qualifications and experience of the members of the committee; and
(5) in
relation to 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 an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the
integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation
of the audit engagement partner. |
☐
[If the entity complies with paragraph (a):]
[If
the entity complies with paragraph (b):]
and
we have disclosed the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard
the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the
rotation of the audit engagement partner at:
……………………………………………………………………………..
[insert location] |
☒ [If
the entity complies with paragraph (a):]
Committee
temporarily only has two independent members following resignation and set out in our Corporate Governance Statement.
We
have disclosed a copy of the charter of the committee at:
https://genetype.com/investor-centre/governance/
and the information referred to in paragraphs (4) and (5) at:
in
our Annual Report and Corporate Governance Statement |
| 4.2 |
The
board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that
the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position
and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal
control which is operating effectively. |
☒
|
☐ set
out in our Corporate Governance Statement |
| 4.3 |
A
listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that
is not audited or reviewed by an external auditor. |
☒
|
☐ set
out in our Corporate Governance Statement |
| ASX Listing Rules Appendix 4G | Page 8 |
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations |
| Corporate
Governance Council recommendation |
Where
a box below is ticked,4 we have followed the recommendation in full for the whole of the period above.
We have disclosed this in our Corporate Governance Statement: |
Where
a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing
so are:5 |
| Principle
5 – Make timely and balanced disclosure |
| 5.1 |
A
listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1. |
☒
and
we have disclosed our continuous disclosure compliance policy at:
https://genetype.com/investor-centre/governance/ |
☐ set
out in our Corporate Governance Statement |
| 5.2 |
A
listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. |
☒
|
☐ set
out in our Corporate Governance Statement |
| 5.3 |
A
listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials
on the ASX Market Announcements Platform ahead of the presentation. |
☒
|
☐ set
out in our Corporate Governance Statement |
| Principle
6 – Respect the rights of sECURITY holders |
| 6.1 |
A
listed entity should provide information about itself and its governance to investors via its website. |
☒
and
we have disclosed information about us and our governance on our website at:
https://genetype.com/investor-centre/governance/ |
☐ set
out in our Corporate Governance Statement |
| 6.2 |
A
listed entity should have an investor relations program that facilitates effective two-way communication with investors. |
☒
|
☐ set
out in our Corporate Governance Statement |
| 6.3 |
A
listed entity should disclose how it facilitates and encourages participation at meetings of security holders. |
☒
and
we have disclosed how we facilitate and encourage participation at meetings of security holders at:
in
our Corporate Governance Statement |
☐ set
out in our Corporate Governance Statement |
| 6.4 |
A
listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by
a show of hands. |
☒
|
☐ set
out in our Corporate Governance Statement |
| 6.5 |
A
listed entity should give security holders the option to receive communications from, and send communications to, the entity and
its security registry electronically. |
☒
|
☐ set
out in our Corporate Governance Statement |
| ASX Listing Rules Appendix 4G | Page 9 |
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations |
| Corporate
Governance Council recommendation |
Where
a box below is ticked,4 we have followed the recommendation in full for the whole of the period above.
We have disclosed this in our Corporate Governance Statement: |
Where
a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing
so are:5 |
| Principle
7 – RECOGNISE AND MANAGE RISK |
| 7.1 |
The
board of a listed entity should:
(a) have
a committee or committees to oversee risk, each of which:
(1) has
at least three members, a majority of whom are independent directors; and
(2) is
chaired by an independent director,
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 risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing
the entity’s risk management framework. |
☐
[If
the entity complies with paragraph (a):]
and
we have disclosed a copy of the charter of the committee at:
https://genetype.com/investor-centre/governance/
and the information referred to in paragraphs (4) and (5) at:
Company’s
2024 Annual Report
☒
[If
the entity complies with paragraph (b):]
and
we have disclosed the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing
our risk management framework at:
in
our Corporate Governance Statement |
☐ set
out in our Corporate Governance Statement |
| 7.2 |
The
board or a committee of the board should:
(a) review
the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity
is operating with due regard to the risk appetite set by the board; and
(b) disclose,
in relation to each reporting period, whether such a review has taken place. |
☒
and
we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period at:
in
our Corporate Governance Statement |
☐ set
out in our Corporate Governance Statement |
| ASX Listing Rules Appendix 4G | Page 10 |
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations |
| Corporate
Governance Council recommendation |
Where
a box below is ticked,4we have followed the recommendation in full for the whole of the period above.
We have disclosed this in our Corporate Governance Statement: |
Where
a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing
so are:5 |
| 7.3 |
A
listed entity should disclose:
(a) if
it has an internal audit function, how the function is structured and what role it performs; or
(b) if
it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the
effectiveness of its governance, risk management and internal control processes. |
☐
[If
the entity complies with paragraph (a):]
and
we have disclosed how our internal audit function is structured and what role it performs at:
……………………………………………………………………………..
[insert location]
☒
[If
the entity complies with paragraph (b):]
and
we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually
improving the effectiveness of our risk management and internal control processes at:
in
our Corporate Governance Statement |
☐ set
out in our Corporate Governance Statement |
| 7.4 |
A
listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages
or intends to manage those risks. |
☒
and
we have disclosed whether we have any material exposure to environmental and social risks at:
in
our Corporate Governance Statement
and,
if we do, how we manage or intend to manage those risks at:
……………………………………………………………………………..
[insert location] |
☐ set
out in our Corporate Governance Statement |
| ASX Listing Rules Appendix 4G | Page 11 |
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations |
| Corporate
Governance Council recommendation |
Where
a box below is ticked,4 we have followed the recommendation in full for the whole of the period above.
We have disclosed this in our Corporate Governance Statement: |
Where
a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing
so are:5 |
| Principle
8 – REMUNERATE FAIRLY AND RESPONSIBLY |
| 8.1 |
The
board of a listed entity should:
(a) have
a remuneration committee which:
(1) has
at least three members, a majority of whom are independent directors; and
(2) is
chaired by an independent director,
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 remuneration committee, disclose that fact and the processes it employs for setting the level and composition
of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. |
☒
[If
the entity complies with paragraph (a):]
and
we have disclosed a copy of the charter of the committee at:
https://genetype.com/investor-centre/governance/
and
the information referred to in paragraphs (4) and (5) at:
in
our Annual Report and Corporate Governance Statement
[If
the entity complies with paragraph (b):]
and
we have disclosed the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition
of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive:
……………………………………………………………………………..
[insert location] |
☐ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable |
| 8.2 |
A
listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the
remuneration of executive directors and other senior executives. |
☒
and
we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the
remuneration of executive directors and other senior executives at:
in
our Corporate Governance Statement and in the Remuneration Committee Charter found at https://genetype.com/investor-centre/governance/
|
☐ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable |
| 8.3 |
A
listed entity which has an equity-based remuneration scheme should:
(a) have
a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which
limit the economic risk of participating in the scheme; and
(b) disclose
that policy or a summary of it. |
☒
and
we have disclosed our policy on this issue or a summary of it at:
in
our Corporate Governance Statement
|
☐ set
out in our Corporate Governance Statement OR
☐ we
do not have an equity-based remuneration scheme and this recommendation is therefore not applicable OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable |
| ASX Listing Rules Appendix 4G | Page 12 |
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations |
| Corporate
Governance Council recommendation |
Where
a box below is ticked,4 we have followed the recommendation in full for the whole of the period above.
We have disclosed this in our Corporate Governance Statement: |
Where
a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing
so are:5 |
| ADDITIONAL
RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES |
| 9.1 |
A
listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate
documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the
discussions at those meetings and understands and can discharge their obligations in relation to those documents. |
☐
and
we have disclosed information about the processes in place at:
………………………………………………………………………
[insert location] |
☐ set
out in our Corporate Governance Statement OR
☐ we
do not have a director in this position and this recommendation is therefore not applicable OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable |
| 9.2 |
A
listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time. |
☐ |
☐ set
out in our Corporate Governance Statement OR
☐ we
are established in Australia and this recommendation is therefore not applicable OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable |
| 9.3 |
A
listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external
auditor attends its AGM and is available to answer questions from security holders relevant to the audit. |
☐ |
☐ set
out in our Corporate Governance Statement OR
☐ we
are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable
☐ we
are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable |
| ADDITIONAL
DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES |
| - |
Alternative
to Recommendation 1.1 for externally managed listed entities:
The
responsible entity of an externally managed listed entity should disclose:
(a) the
arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and
(b) the
role and responsibility of the board of the responsible entity for overseeing those arrangements. |
☐
and
we have disclosed the information referred to in paragraphs (a) and (b) at:
……………………………………………………………………………..
[insert location] |
☐ set
out in our Corporate Governance Statement |
| ASX Listing Rules Appendix 4G | Page 13 |
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations |
| Corporate
Governance Council recommendation |
Where
a box below is ticked,4 we have followed the recommendation in full for the whole of the period above.
We have disclosed this in our Corporate Governance Statement: |
Where
a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing
so are:5 |
| - |
Alternative
to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities:
An
externally managed listed entity should clearly disclose the terms governing the remuneration of the manager. |
☐
and
we have disclosed the terms governing our remuneration as manager of the entity at:
……………………………………………………………………………..
[insert location] |
☐ set
out in our Corporate Governance Statement |
| ASX Listing Rules Appendix 4G | Page 14 |
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