789 : Corporate Governance Statement 2021 - 789 Holdings Limited

789 HOLDINGS LIMITED (789 Holdings or the Company)

CORPORATE GOVERNANCE STATEMENT 2021

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1	A listed entity should disclose:		The Board of 789 Holdings is responsible for setting the strategic objectives of
	(a)	the respective roles and responsibilities of its board and management; and		the Company and management is responsible for implementing these strategic
		objectives. Information about the respective roles and responsibilities of the
	(b) those matters expressly reserved to the board and those delegated to
		Board and management (including those matters expressly reserved to the
	management.
		Board and those delegated to management) is found under the Board Charter
				located athttps://www.home789.com.au/wp-content/uploads/789-Holdings-
				Limited-Corporate-Governance-Plan.pdf
1.2	A listed entity should:		The process of appointment and re-election is set out in the Board Charter.
	(a) undertake appropriate checks before appointing a person, or putting		The Company will undertake appropriate checks before appointing a person, or
		putting forward to shareholders a candidate for election as a director.
		forward to security holders a candidate for election, as a director; and
	(b)	provide security holders with all material information in its possession		The Board will provide shareholders with all material information in the
		relevant to a decision on whether or not to elect or re-elect a director.
			possession of the company to enable shareholders to make an informed
				decision on the appointment and re-election of directors.
				As required under the NSX Listing rules and the Corporations Act, election or
				re-election of directors is a resolution put to members at each Annual General
				meeting. The notice of meeting contains all material information relevant to a
				decision on whether or not to elect or re-elect a director as well whether the
				board recommends such election or re-election.
1.3	A listed entity should have a written agreement with each director and senior		Letters of appointment setting out the terms of appointment, duties, rights and
	responsibilities for each director and senior executive have been executed by
	executive setting out the terms of their appointment.
		the Company.
1.4	The company secretary of a listed entity should be accountable directly to the		The Company secretary is appointed and removed by the Board and reports to,
	board, through the chair, on all matters to do with the proper functioning of		and is directly accountable to, the Board, through the Chair, on all matters to do
	the Board.		with the proper functioning of the Board. Each Director has access to the
		Company Secretary.

1.5	A listed entity should:			The Company has adopted a Diversity Policy which provides a framework for
	(a)	have a diversity policy which includes requirements for the Board or a relevant		the Company to	establish and achieve measurable diversity objectives,
		including in respect of gender diversity. The Diversity Policy allows the Board to
		committee of the board to set measurable objectives for achieving gender
			set measurable gender diversity objectives, if considered appropriate, and to
		diversity and to assess annually both the objectives and the entity's progress in
			assess annually both the objectives if any have been set and the Company's
		achieving them;
				progress in achieving them.
	(b) disclose that policy or a summary of it; and
			The Diversity Policy is available, as part of the Corporate Governance Plan at
	(c)	disclose as at the end of each reporting period the measurable objectives for
		https://www.home789.com.au/wp-content/uploads/789-Holdings-Limited-
		achieving gender diversity set by the Board or a relevant committee of the board
			Corporate-Governance-Plan.pdf.
		in	accordance with the entity's diversity policy and its progress	towards
			The Company has not set measurable objectives for achieving gender diversity
		achieving them and either:
				during the reporting period of 2020 - 2021.
		(1)	the respective proportions of men and women on the board, in senior
			executive positions and across the whole organisation (including how the		The percentage	of women employees in the whole organisation, senior
			entity has defined "senior executive" for these purposes); or
					executive and the Board are as follows:
		(2)	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		Whole Organisation: 61%
			published under that Act.
						Senior Executive: 33%
						Board 25%
1.6	A listed entity should:			The process for evaluating board performance is detailed in the Board
	(a) have and disclose a process for periodically evaluating the performance of the		Charter located	athttps://www.home789.com.au/wp-content/uploads/789-
		Holdings-Limited-Corporate-Governance-Plan.pdf.
		Board, its committees and individual directors; and
	(b) disclose, in relation to each reporting period, whether a performance
		evaluation was undertaken in the reporting period in accordance with that
		process.
1.7	A listed entity should:			It is the Company's policy that performance evaluations of senior executives
	(a) have and disclose a process for periodically evaluating the performance of its		are undertaken on an annual basis where performance is measured against set
		key performance indicators and such a review forms part of the remuneration
		senior executives; and
				assessment.
	(b) disclose, in relation to each reporting period, whether a performance
			The Board (other than the Chair) is responsible for the evaluation and review of
		evaluation was undertaken in the reporting period in accordance with that
			the performance of the Chair and review of the effectiveness and programme of
		process.
				Board meetings.
						The process of the performance evaluation of the Board, its committees (if any),
						directors and senior executives, generally involves an internal review. From time
						to time as the Company's needs and circumstances require, the Board may
						commission an external review of the Board, and its composition.

PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE

2.1	The Board of a listed entity should:	The Company believes it is not of a size to justify a separate Nomination Committee. If
vacancies arise on the Board, all directors are involved in search and recruitment.
	(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.
2.2	A listed entity should have and disclose a Board skills matrix setting out	The Board seeks to achieve a	balance of entrepreneurial,	capital	markets, technical,
operational, commercial and financial skills from the start-up investment and technology
	the mix of skills and diversity that the board currently has or is looking to
	industries, and broader business backgrounds. The Board will establish a skills matrix setting
	achieve in its membership.
	out the mix of skills and diversity that the Board currently has or is seeking to acquire.
		The Board Skills matrix for the current Board is as follows:
				Kai (Walton)		John Huntley		John Nakhoul		Carolyn
				Zhu		Knox			Chudleigh
			Operational	✓		-			-		-
			management
			Accounting &	-		✓			✓		-
			finance
			Property	✓		-			-		✓
			Management
			Equity markets	✓		✓			✓		-
			Corporate law	-		✓			✓		✓

2.3	A listed entity should disclose:		The Company considers that Messrs. Knox and Nakhoul, and Ms Chudleigh
	(a) the names of the directors considered by the Board to be independent directors;		are independent directors. The length of service of each director is set out
		below as at 31 December 2020:
	(b) if a director has an interest, position, association or relationship of the type
		- Kai Zhu: 3 years 1 month
	described in Box 2.3 but the board is of the opinion that it does not
		- John Knox: 3 years 1 month
	compromise the independence of the director, the nature of the interest,
		- John Nakhoul: 3 years
	position, association or relationship in question and an explanation of why the
		- Carolyn Chudleigh: 10 months
	board is of that opinion; and
	(c) the length of service of each director.
2.4	A majority of the Board of a listed entity should be independent directors.		The Board comprises one executive director (Mr Zhu) and three non-executive
			directors (Mr Knox, Mr Nakhoul and Ms Chudleigh). Mr Zhu is not considered
			to be an independent director in terms of the ASX Corporate Governance
			Council's discussion of independent status. Mr Knox, Mr Nakhoul and Ms
			Chudleigh are considered to be independent directors in terms of the ASX
			Corporate Governance Council's discussion of independent status.
2.5	The chair of the Board of a listed entity should be an independent director and, in		Mr Zhu is the Executive Chairman of the Company. This is a sensible
	particular, should not be the same person as the CEO of the entity.		appointment given Mr Zhu's experience and understanding in the property
			markets.
2.6	A listed entity should have a program for inducting new directors and provide		Induction, training and continuing education arrangements are the subject of the
	appropriate professional development opportunities for directors to develop and		terms and conditions of the appointment of members to the Board. The
	maintain the skills and knowledge needed to perform their role as directors effectively.		requirement for the Board to implement an appropriate induction and education
			process for new Board appointees and Senior Executives is set out in the Board
			Charter on the Company's website. The process is designed to enable Board
			appointees and Senior Executives to gain a better understanding of: the
			Company's financial, strategic, operational and risk management position; the
			rights, duties and responsibilities of the directors; the roles and responsibilities
			of Senior Executives; and the role of Board committees (if any).
PRINCIPLE 3 - ACT ETHICALLY AND RESPONSIBLY

3.1 A listed entity should:

1. have a code of conduct for its directors, senior executives and employees; and
2. disclose that code or a summary of it.

The Board has adopted a formal Code of Conduct to promote lawful, ethical and responsible decision-making by directors, management and employees. The Code promotes compliance with laws and regulation and avoidance of conflicts of interest, embraces the values of honesty, integrity, enterprise, excellence, accountability, justice, independence and equality of stakeholder opportunity. The Code of Conduct is available on the Company's website. A copy of the Code

of Conduct is available on the Company's website at https://www.home789.com.au/wp-content/uploads/789-Holdings-Limited-Corporate-Governance-Plan.pdf.

PRINCIPLE 4 - SAFEGUARD INTEGRITY IN CORPORATE REPORTING

4.1	The board of a listed entity should:		The Company does not currently have an Audit Committee. The Board
	(a) have an audit committee which:		considers that the formation of an Audit Committee is not warranted at this time
		given the stage of the Company's development.
	(1) has at least three members, all of whom are non-executive directors
		The Board will at some time consider forming an Audit Committee if the size of
	and a majority of whom are independent directors; and
		the Board increases and efficiencies may be derived from a formal committee
	(2) is chaired by an independent director, who is not the chair of the
		structure.
	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.
4.2	The board of a listed entity should, before it approves the entity's financial		The Board as a whole acts as the Audit Committee and performs the functions
	statements for a financial period, receive from its CEO and CFO a declaration that,		thereof including the making sure that the financial records of the Company have
	in their opinion, the financial records of the entity have been properly maintained		been properly maintained and that the Company's financial statements comply
	and that the financial statements comply with the appropriate accounting standards		with accounting standards and present a true and fair view of the Company's
	and give a true and fair view of the financial position and performance of the entity		financial condition and operational results. This statement is required annually.
	and that the opinion has been formed on the basis of a sound system of risk
	management and internal control which is operating effectively.
4.3	A listed entity that has an AGM should ensure that its external auditor attends its		As required by Section 249K of the Corporations Act the Company to give its
	AGM and is available to answer questions from security holders relevant to the		auditor a copy of the notice of a general meeting and as required by section
	audit.		250RA, the Company's auditor (or their representative) attend the Company's
			AGM.
			The opportunity for shareholders to question a listed entity's external auditor at
			the AGM is an important safeguard for the integrity of the corporate reporting
			process. The Company's external auditor will attend each annual general
			meeting to answer questions from shareholders about the conduct of the audit
			and the preparation and content of the auditor's report.