TOTAL BRAIN LIMITED (ASX: TTB)
Corporate Governance Charters & Policies 2021
This version approved by the Board on 24 June 2021.
www.totalbrain.com
Contents | ||
CHARTERS .......................................................................................................................................................... | 6 | |
2 | BOARD CHARTER ....................................................................................................................................... | 6 |
3 | AUDIT AND RISK COMMITTEE CHARTER ................................................................................................. | 14 |
4 | REMUNERATION & NOMINATION COMMITTEE CHARTER ..................................................................... | 19 |
POLICIES........................................................................................................................................................... | 22 | |
5 | ANTI-BRIBERY AND ANTI-CORRUPTION POLICY ...................................................................................... | 22 |
6 | CODE OF CONDUCT ................................................................................................................................. | 28 |
7 | COMMUNICATION AND DISCLOSURE POLICY ......................................................................................... | 32 |
8 | DIVERSITY POLICY .................................................................................................................................... | 36 |
9 | PRIVACY POLICY....................................................................................................................................... | 40 |
10 | RISK MANAGEMENT POLICY.................................................................................................................... | 42 |
11 | SECURITIES TRADING POLICY .................................................................................................................. | 43 |
12 | WHISTLEBLOWER POLICY ........................................................................................................................ | 50 |
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1 INTRODUCTION
Purpose
The Board and Management of Total Brain Limited (the Company) and any subsidiaries, collectively known as the Group, are committed, individually and collectively, to complying with all legal obligations and maintaining high standards of ethics and integrity in all Company dealings.
These Corporate Governance Charters & Policies (Charters & Policies) are a compilation of the charters and policies enacted by the Board of Directors to govern the Company. It provides in the one document how Company Personnel will conduct business with internal and external stakeholders, and sets out the Company's position on a range of matters required by legislation and stakeholders, including the ASX Corporate Governance Council Principles and Recommendations 4th edition (2019). The charters and policies contained in this document are enacted by a suite of management process and procedures.
In addition to these Charters & Policies, the Company is also governed by its constitution, which is available on the Company website.
Who do these Charters & Policies apply to?
These Charters & Policies apply to all individuals at all levels who are employed by, act for, or represent the Company and its subsidiaries (Company Personnel, also referred to as 'you' in this Code) anywhere in the world. For the purposes of these Charters & Policies, Company Personnel includes:
- directors;
- officers;
- managers;
- employees;
- contractors;
- consultants; and
- any other person representing the Company.
These Charters & Policies applies to Company Personnel irrespective of their employment status (that is, whether they are employed on a full-time,part-time, maximum term, casual or temporary basis).
Non-compliance and reporting obligations
It is your responsibility to report to your line manager any actual or suspected breach of these Charters & Policies or of any applicable laws and regulations. If you do not feel comfortable making a report to your line manager, you should contact an executive or director, Human Resources, Company Secretary, or the Whistleblower service set out later in these Charters & Policies.
If an actual or suspected breach of these Charters & Policies is brought to your attention, you must report it through the proper channel.
All potential violations of these Charters & Policies may be regarded as misconduct and will be taken seriously and investigated. If it is substantiated that you have failed to comply with these Charters & Policies, you may be subject to disciplinary action up to and including termination of employment or termination of contract.
In addition, certain actions may breach legislation resulting in conviction, fines and / or imprisonment.
Corporate Governance Charters & Policies | Page 3 of 56 | June 2021 |
Further guidance
If you require further guidance as to these Charters & Policies, please contact your Human Resources representative, or the Company Secretary.
Review
These Charters & Policies are reviewed upon changes to underlying legislation and at least once per calendar year by the Board to ensure its currency. Any changes to the Charters & Policies require approval of the Board.
Material changes in the Securities Dealing Policy will be notified to the ASX in accordance with the Listing Rules. The current version of these Charters & Policies (including the Securities Dealing Policy) is displayed on the Company website.
This date this version of the Charters & Policies was approved by the Board appears on the front cover.
Definitions
In this Charters & Policies, the following definitions apply:
Term | Meaning | |||||
Board | the Board of the Company | |||||
CEO | the Chief Executive Officer (who may also be the Managing Director) (if | |||||
any) | ||||||
CFO | the Chief Financial Officer | |||||
Chair | the chair of the Board | |||||
Charters & Policies | these Corporate Governance Charters & Policies | |||||
Code | the Code of Conduct set out in these Charters & Policies | |||||
Company Personnel | For the purposes of these Charters & Policies, Company Personnel | |||||
includes: | ||||||
a) directors | e) contractors | |||||
b) officers | f) consultants, and | |||||
c) managers | g) any other person representing the Company. | |||||
d) employees | ||||||
These Charters & Policies apply to Company Personnel irrespective of | ||||||
their employment status (that is, whether they are employed on a full- | ||||||
time, part-time, maximum term, casual or temporary basis). | ||||||
Corporations Act | the Corporations Act 2001 | |||||
Company | Total Brain Limited [ACN 094 069 682] | |||||
Constitution | the constitution of the Company | |||||
Director | a director of the Company | |||||
General Meeting | a general meeting of shareholders of the Company and for the | |||||
avoidance of doubt includes the annual general meeting | ||||||
Group | the Company, its subsidiaries, and related bodies corporate | |||||
Corporate Governance Charters & Policies | Page 4 of 56 | June 2021 |
Term | Meaning | ||
Related Entity | has the same meaning as provided under section 9 of the Corporations | ||
Act 2001 (Cth); | |||
Reporting Period | the financial period covered by the annual report of the Company | ||
Secretary | the secretary of the Company | ||
Senior Executive and | employees of the Company who manage the Company pursuant to the | ||
Senior Management | directions and delegations of the | ||
You | Company Personnel (refer above) |
There are further specific definitions within certain policies.
Corporate Governance Charters & Policies | Page 5 of 56 | June 2021 |
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Disclaimer
Total Brain Limited published this content on 26 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 August 2021 21:01:03 UTC.