Revasum : FY21 Corporate Governance Statement

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Revasum, Inc.

ARBN 629 268 533 (the 'Company')

Corporate Governance Statement for the period ended 2 January 2022

This Corporate Governance Statement sets out the Company's compliance with the fourth edition of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (ASX Principles) during the reporting period (4 January 2021 to 2 January 2022). The Principles and Recommendations are not mandatory; however, the Company seeks to follow the Principles and Recommendations to the extent that it is practicable having regard to the size and nature of its operations. This Statement outlines the extent to which the Company has followed the ASX Principles during the reporting period.

The Board of the Company currently has in place corporate governance policies and charters which have been posted in a dedicated corporate governance information section on the Company's website at www.revasum.com.

This Statement is current as at 24 February 2022 and has been approved by the Board.

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Principles and Recommendations

• Lay solid foundations for management and oversight

1.1 Companies should have and disclose a board charter setting out:

1. the respective roles and responsibilities of its board and management; and

Comply Yes / No

Yes

Explanation

The respective roles and responsibilities of the Board and management are defined under the Board Charter, a copy of which is available on the Company's website at www.revasum.com. There is a clear delineation between the Board's responsibility for approval of the Company's strategy and oversight of activities, and delegation of the day-to-day management

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Principles and Recommendations

(b)	those matters expressly reserved to the board and
	those delegated to management.

Comply

Explanation

Yes / No

of operations to the Chief Executive Officer and certain other officers of the Company.

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1.2		Companies should:
		(a)	undertake appropriate checks before appointing a
			director or senior manager, or putting forward to
			security holders a candidate 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.

1.3 Companies should have a written agreement with each director and senior executive setting out the terms of their appointment.

1.4 The company secretary (or person nominated by the Board to perform the role of company secretary) should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.

Yes

Yes

Yes

The process for selection, appointment, and re-appointment of directors is detailed in the Remuneration and Nomination Committee Charter, a copy of which is available on the Company's website at www.revasum.com.

Under the Remuneration and Nomination Committee Charter, the Committee is responsible for providing shareholders with all material information in the Committee's possession relevant to a decision on whether or not to elect or re-elect a director including, biographical details, qualifications, a statement from the Board as to whether it supports the nomination of the director and whether it considers the director to be independent. Such information will be provided in the relevant Notice of Meeting for consideration in relation to all future director elections and re-elections by shareholders.

Prior to any appointment of a director, background checks will be undertaken which may include checks in relation to the person's character, experience and qualification, criminal history and bankruptcy.

No new directors were appointed during the reporting period.

The Company has a written agreement in place with each director and senior executive, setting out the terms of their appointment.

The Company has appointed Rebecca Shooter-Dodd as Company Secretary under Delaware General Corporation Law effective 8 April 2021. In accordance with the Board Charter, the Company Secretary is directly accountable to the Board through the Chair on all matters to do with the proper functioning of the Board.

The Company has also appointed Danny Davies of Company Matters Pty Ltd as its ASX liaison officer pursuant to ASX Listing Rule 12.6 who also provides supporting company secretarial services to the Company.

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	Principles and Recommendations			Comply
			Yes / No
	1.5			Companies should:				Yes - in
					have and disclose a diversity policy;				relation to
				(a)				1,5(a) and
				(b)	through its board or a committee of the board set				1.5(c)
							No - in
					measurable objectives for achieving gender
								relation to
					diversity in the composition of its board, senior
								1.5(b)
					executives and workforce generally; and
				(c)	disclose in relation to each reporting period:
					(1) the measurable objectives set for that
						period for achieving gender diversity;
					(2)	its progress towards achieving those
						objectives; and
					(3)	either:
					1.1.1	the respective proportions of men and
						women on the board, in senior
						executive positions and across the
						whole organisation (including how the
						entity has defined "senior executive"
						for these purposes); or
					1.1.2	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
						published under that Act.

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Explanation

The Company has adopted a Diversity Policy, a copy of which is available on the Company's website at www.revasum.com.

The Remuneration and Nomination Committee is responsible for recommending to the Board measurable objectives for achieving gender diversity and for reporting to the Board on the Company's progress towards achieving its measurable objectives each year. The Diversity Policy requires the Board to adopt measurable objectives to assist the Company to achieve gender diversity and to review the Company's progress in meeting these objectives.

The Company did not set measurable diversity objectives during the reporting period due to the size of the Company. The Company believes that diversity is important however, and is proud that its workforce includes employees from various cultural, ethnic, age and religious backgrounds. The Board will continue to regularly assess setting measurable objectives for achieving gender diversity.

The respective proportions of men and women on the Board, in senior executive positions (defined as the CEO and all direct reports to the CEO) and across the whole organisation are as follows:

	Male (%)	Female (%)
Board	75	(2020: 100)	25	(2020: 0)
Senior Executive	60	(2020: 50)	40	(2020: 50)
All Employees	74	(2020: 75)	26	(2020: 25)

The Company is not a "relevant employer" under the Workplace Gender Equality Act.

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Comply

Principles and RecommendationsExplanation

Yes / No

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1.6	Companies should:	No
	(a)	have and disclose a process for periodically
		evaluating the performance of the 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	Companies should:	No
	(a)	have and disclose a process for periodically
		evaluating the performance of its senior executives
		at least once every reporting period; and
	(b)	disclose, in relation to each reporting period,
		whether a performance evaluation was undertaken
		in the reporting period in accordance with that
		process.

Under the Board Charter, the Board is required, at least once per year, with the advice and assistance of the Remuneration and Nomination Committee, to review and evaluate the performance of the Board, its Committees and individual directors against the relevant charters, corporate governance policies, and agreed goals and objectives (as applicable).

During the period, Revasum did not conduct a formal performance evaluation of the Board, its committees or individual directors during the current fiscal period however the Board met on a regular basis to ensure performance of the Board, its committees and individual directors was appropriate in order to meet the Company objectives.

Under the Board Charter, the Board (with the advice and assistance of the Remuneration and Nomination Committee) is responsible for reviewing and approving the performance of senior executives.

During the period, Revasum did not conduct a formal performance evaluation of its senior executives, but the Board did meet regularly to discuss the performance of senior executives to ensure they were meeting the Company objectives.

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• Structure the board to add value?

2.1	The board should:	Yes	The Board has established a Remuneration and Nomination Committee to
	(a) have a nomination committee which:		oversee director selection and appointment practices of the Company. The
		Remuneration and Nomination Committee is governed by a Remuneration
	(i)	has at least three members, a majority of		and Nomination Committee Charter, which is available on the Company's
		website at www.revasum.com.
		whom are independent directors; and

The Remuneration and Nomination Committee consists of three members,

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Principles and Recommendations

Comply Yes / No

Explanation

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1. 1. is chaired by an Independent director, and disclose:
   2. the charter of the committee;
   3. the members of the committee; and
   4. 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
2. 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.

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Kevin Landis (Chair), Ryan Benton and Paul Mirabelle, all of whom are non-executive directors. Ryan Benton and Paul Mirabelle are independent directors, making up a majority of independent directors on the Committee.

The Remuneration and Nomination Committee is chaired by Kevin Landis, who is an independent non-executive director.

The number of Board and Committee meetings held during the year and attendances are set out below.

	Board	Audit & Risk	Remuneration &
			Management	Nomination
			Committee	Committee
	Eligible	Attend	Eligible	Attend	Eligible	Attend
		ance		ance		ance
Ryan	15	15	6	6	4	4
Benton
Vivek	11	11	5	5	4	4
Rao
Kevin	15	15	6	6	4	4
Landis
Paul	15	15	6	6	4	4
Mirabelle
Rebecca	4	4	-	-	-	-
Shooter-
Dodd

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