Inventis : Corporate Governance Statement

Corporate Governance Statement W101J

The Directors of Inventis Limited are committed to achieving the highest standard of corporate governance. Except where specified in this statement, the recommendations set by the ASX Corporate Governance Council as outlined in ASX Guidance Note 9A have been followed.

1. Board and Management 1.1.Role of the Board

   The role of the Board is to provide strategic guidance for Inventis and effective oversight of its Management.

   The Board meets regularly to discharge its duties. The matters reserved for the Board as stated in the Company's Board Charter are:

   • Setting Inventis' vision and deciding upon its business strategies and objectives;

   • Appointing the leadership to put the strategies into effect;

   • Monitoring the operational and financial position and performance of Inventis;

   • Identifying the principal risks faced by Inventis and ensuring that appropriate control and monitoring systems are in place to manage the impact of these risks;

   • Ensuring that Inventis' financial and other reporting mechanisms result in adequate, accurate and timely information being provided to the Board;

   • Ensuring that investors and the market are fully informed of all material developments, in a timely manner;

   • Appointing, and where appropriate, removing the Chairman and the Managing Director, approving other key executive appointments and dismissals of those reporting to the Managing Director as well as planning for executive succession;

   • Overseeing and evaluating the performance of the Chairman and the Managing Director and other senior executives in the context of Inventis' strategies and objectives;

   • Approving budgets and business plans and monitoring the progress of major capital expenditures, capital management as well as acquisitions and divestures;

   • Ensuring compliance with all relevant laws, government regulators and accounting standards; and

   • Ensuring that the business of Inventis and its subsidiaries is conducted openly and ethically.

   • Board's Delegation of Authority

     The Board has delegated the day to day functions of the business to be performed by the senior executives under the guidance of the General Manager.

     The Board ensures that it receives monthly reports from each senior executive and updates from the General Manager with regard to the delegated authority, as and when requested by the Directors.

     The Board meets 9 times in a year and reviews the performance of each of the senior executive by way of review of their respective reports for the month and face to face meeting.

   • Evaluation of performance of the Senior Executives

     At the appointment stage, each senior executive is provided with their job description along with the principal statement and key performance indicators are set for measuring their performance in the probation period as well for the year ahead.

     The Remuneration and Nomination Committee has set up the performance of the General Manager and the Chief Financial Officer according to the business plans, the achievement of the targets stated therein.

     The respective General Manager and the Chief Financial Officer consult with the senior executives directly reporting to them and set the Key performance indicators (KPIs) for each of them.

   • Board and its performance
   • Composition of the Board and Board Processes

     The Board is comprised of a Chairman and two non-executive directors.

     Each director has the right to access all relevant company information and to the Company's executives and, subject to prior consultation with the Chairman and after obtaining the approvals of the fee payable for the advice, may seek independent professional advice from a suitably qualified adviser at the Company's expense. A copy of the advice received by the Director is made available to all other members of the Board.

     At the time of appointment of a director or a senior executive, such director or senior executive discloses all interests to the Board. The Board puts in place a plan for management in case of any conflicts of interests. All the directors and senior executives are then required to inform any change in their interests at every Board Meeting. This process assists the Board to determine the independence of a director. The Company has put in place processes to ensure timely disclosure to the market of any changes in a director's interest.

     As part of appointment process, all checks including but not limited to, credit check, reference check and criminal check are performed before an appointment is offered to a prospect as a director of the Company.

   • The Chairperson

     On 26 November 2008, the Board decided to change the structure of the Board to ensure the independence of the Board is maintained.

     It was decided that for the time being the minimum number of directors comprise the Board.

     With effect 1 February 2016, with the appointment of a General Manager, the role of the Chairman and the Senior Executive are two different persons. However, Tony Noun is not considered independent at this stage.

   • Company Secretary

     With effect 1 April 2015, the Company Secretary function became independent of the day to day functioning of the Company. The Company Secretary reports to the Board through the Chair and is responsible on all matters to do with proper functioning of the Board.

   • Election and Re-election of Directors at an Annual General Meeting:

     Currently, the restriction on the number of directors has been put on three. The three directors have high stakes as majority shareholders in the Company and are believed to be in a position to ensure success of the Company.

     All directors retire by rotation. At present the Company being a small entity with limited resources, has no plans to nominate new director/s at its forthcoming Annual General Meeting. All information with regard to existing directors is disclosed in the Annual Report and the directors speak for themselves at the time of re-election as to why they should be re- elected and are available to answer the queries from the security holders.

   • Evaluation of the Performance of the Board

   • The Board Evaluation is a continuous process and is carried out as part of Board meetings. The directors identify the areas which they need professional advice on and the Company Secretary ensures that appropriate professional advice is provided by engaging with such professionals as is required. The size of the Board being small and having a hands on approach, the evaluation of the performance of the Board is not done as a separate process.

     In addition, as part of individual performance review, each director undergoes the process of performance evaluation as per the Company's policy. However, for the year ended 30 June 2016, this review has been deferred due to restructuring of the Company.

2. Audit and Risk Management Committee

   Since 26 November 2008, the Board has revoked the powers of its sub-committees and resolved that the Board as a whole will exercise the powers of Audit and Risk Management Committee. The current chair for the Committee is Anthony Mankarios who is a non-executive director and although is a majority shareholder is considered independent for this role.

   The role of the Audit and Risk Management Committee is to provide advice and assistance to the Board to allow it to:

   • Fulfil its audit, accounting and reporting obligations;

   • Review the annual, half-year and other financial information distributed externally. This includes approving new accounting policies to ensure compliance with Australian Accounting Standards (AASB's), and assessing whether the financial information is adequate for shareholder needs;

   • Assess corporate risk assessment processes;

   • Assess whether non-audit services provided by the external auditor are consistent with maintaining the external auditor's independence. Each reporting period the external auditor provides an independence declaration in relation to the audit or review;

   • Provide advice to the Board in respect of whether the provision of the non- audit services by the external auditor is compatible with the general standard of independence of auditors imposed by the Corporations Act 2001;

   • Assess the adequacy of the internal control framework and the Company's code of ethical standards;

   • Organise, review and report on any special reviews or investigations deemed necessary by the Board;

   • Assess potential fraud situations and ensure prompt and appropriate rectification of any deficiencies or breakdowns identified in systems;

   • Monitor the procedures to ensure compliance with the Corporations Act 2001 and the ASX Listing Rules and all other regulatory requirements;

   • Address any matters outstanding with auditors, Australian Taxation Office, Australian Securities and Investments Commission, ASX and financial institutions; and

   • Review the performance of the external auditors on an annual basis.

3. 2.1.Oversight of the Risk Management System

   The Board oversees the establishment, implementation, and annual review of the Company's Risk Management System. Management has established and implemented a Risk Management System for assessing, monitoring, and managing operational, financial reporting, and compliance risks for the Group. The General Manager and the Chief Financial Officer have declared, in writing to the Board, that the financial reporting risk management and associated compliance and controls have been assessed and found to be operating efficiently and effectively. The operational and other risk management compliance and controls have also been assessed and found to be operating efficiently and effectively. All risk assessments covered the whole financial year and the period up to the signing of the annual financial report for all material operations in the Group, and material associates and joint ventures.