Corporate Governance

Nvoi Limited (ASX:NVO)

1. Board charter

The Board of Directors of Nvoi Ltd (“Company”) has adopted this Charter to outline the manner in which its constitutional powers and responsibilities will be exercised and discharged, adopting principles of good governance practice that accord with applicable laws in the jurisdictions in the which the Company operates, including as a result of being a public Australian company listed on the Australian Securities Exchange (“ASX”).

1. Background

1.1 The Board of Directors of the Company is ultimately responsible for the oversight and review of the management, administration and overall governance of the Company, including:

      • The protection of shareholders’ interests;
      • Authorising policies and overseeing the strategic direction of the Company;
      • Establishing goals for management and monitoring the achievement of these goals; and
      • Engaging, reviewing and replacing the Group Chief Executive Officer (“CEO”).

1.2 In carrying out its responsibilities and powers as set out in this Policy, the Board will at all times recognise its overriding responsibilities to:

      • Act honestly, fairly and diligently;
      • Maintain the confidentiality of information he or she learns by virtue of his or her position as director of the Company;
      • Act in accordance with all laws and regulations including the Corporations Act and ASX Listing Rules;
      • To avoid and manage actual or perceived conflicts of interest;
      • To comply with the Company’s policies including but not limited to Code of Conduct, Anti-Bribery & Corruption policies and Share Trading Policy; and
      • To support and be consistent with the Company’s objective to be a good corporate citizen.

2. Composition and Term of Office

2.1 The Board of the Company will consist of at least an equal number of or more Non-Executive Directors to Executive Directors appointed from time to time.

2.2 The majority of the Non-Executive Directors should be independent as defined by the ASX Corporate Governance Council.

2.3 The Directors determine the size of the Board, with reference to the Constitution, which provides that there will be a minimum of 3 directors and not more than 6 directors, unless otherwise determined at a General Meeting. Within this constraint, Directors may appoint additional Directors or appoint a Director to fill a casual vacancy arising.

2.4 A Director appointed by the Board to an additional position or a casual vacancy, will hold office until the next Annual General Meeting when the Director, being eligible, may nominate for election.

2.5 All directors (except the Executive Directors) are required to submit themselves for re-election at least once every three (3). The Board undertakes an annual review process that includes a review of the performance of individual Directors. The Board will endorse a retiring Director for re-election only where his or her performance over the preceding year meets or exceeds the Board’s expectations.

2.6 In order to ensure that the composition of the Board will change over time:

      • Non-executive directors should not serve for a consecutive period exceeding 12 years; and
      • The Chairman should not serve in that role for more than 10 years.

2.7 Chairman reviews the composition of the Board on an annual basis in consultation with the Board.

3. Role of the Board

3.1 The Board has ultimate responsibility to set policy regarding the business and affairs of the Company and its subsidiaries for the benefit of its shareholders and other stakeholders and is accountable to shareholders for the performance of the Nvoi companies.

3.2 The principal responsibilities of the Board as a collective body are:

      • To enhance shareholder value;
      • To review and approve the strategic direction of the company, as detailed from time to time in the long term corporate strategy and the annual business plan, which should be prepared in accord with the approved strategy and should include achievable and measurable targets and milestones;
      • To monitor senior management’s performance and implementation of strategy and to ensure that appropriate resources are available;
      • To review and approve budgets and strategic operational targets and review performance against them, initiating corrective action where required;
      • To establish and approve appropriate policies on key issues including risk management, external and internal compliance and control and codes of conduct, to review these policies as appropriate and to monitor adherence;
      • To appoint and, when required, remove the Chief Executive Officer (CEO) and evaluate the CEO’s ongoing performance against predetermined criteria;
      • To appoint and, when required, remove the Chief Financial Officer (CFO) and Company Secretary;
      • To review and approve the Company's remuneration policies in order to ensure that executive remuneration is fair and reasonable and that its relationship to corporate and individual performance is well defined and appropriately balances the interests of shareholders and management;
      • To review and approve the total emoluments of the CEO and direct reports;
      • To review and approve succession plans for the CEO and direct reports;
      • To review the structure and composition of the Board and Board Committees to ensure that the Board adds value and is of a size and composition to adequately discharge its responsibilities;
      • To judiciously test management assertions by questioning and challenging them when appropriate and to require the Board be kept fully informed of operational and financial performance and strategic initiatives;
      • To review and ratify systems of risk management and internal compliance and control, codes of conduct and legal compliance;
      • To recommend the appointment of auditors and to oversee the audit process and review audit reports; and
      • To require and monitor systems for keeping key stakeholders informed in a timely and meaningful fashion, including financial reporting.

4. Chairman

4.1 The Chairman will be elected by the Directors in accordance with the Constitution and will be an independent non-executive director and independent of the role of CEO.

4.2 The Chairman is responsible for leadership of the Board, for the efficient organisation and conduct of the Board’s function, and for briefing all Directors in relation to issues arising between Board meetings.

4.3 The Chairman should encourage the effective contribution of all Directors and promote constructive and respectful relations between Board members and between the Board and management.

4.4 The Chairman should be able to commit the time necessary to discharge the role effectively. In that context the number of other positions, and time commitment associated with them, should be taken into account.

4.5 The Board may appoint one of the Directors as Deputy Chairman, to act for the Chairman as required by the Constitution.

5. Delegation of Authority

5.1 Delegation to Management

As indicated above, the Board has ultimate responsibility for the strategic direction and control of the Company. The Board delegates management of the Company’s resources to the executive management team (EXCO) under the leadership of the CEO to deliver the strategic direction and goals determined by the Board.

The CEO is responsible to the Board for the leadership, management and performance of the Company. CEO’s Responsibilities include:

      • Taking and approving all and any actions and initiatives required to deliver the Company’s strategy, mission, vision and operating plans as approved by the Board;
      • Ensuring all risks are identified and managed and that there is a robust internal control system in place which ensure compliance with all relevant obligations of the Company set by authorities;
      • Maintaining, and developing as required, an effective management team, including ensuring the existence of viable succession plans;
      • Ensuring that the Board is fully informed of the performance of the Company and any other significant matters;
      • Managing expenditures within approved authorities and budgets;
      • Ensuring that all actions comply with the Company’s policies and standards in force from time to time; and
      • Other responsibilities as delegated from time to time by the Board.

5.2 Delegation to Committees

The Board from time to time establishes Committees to streamline the discharge of its responsibilities and for each standing committee adopts a charter setting out the matters relevant to the composition, responsibilities and administration of such Committees. The Board has, as at the date of this Charter, established the:

a. Audit & Risk Committee; and b. Remuneration & Nominations Committee;
b. Remuneration & Nominations Committee;

The Board also delegates specific functions to ad hoc Committees on an “as needs” basis. The power delegated to these Committees is set out in relevant Board resolutions establishing the Charter of each Committee.

The composition, role and performance of each Committee will be reviewed on an annual basis as part of the Board’s performance assessment process.

The Company Secretary maintains Charters for each of the Committees which are reviewed annually and published on the company’s website, as is this overall Corporate Governance Charter.

6. Administrative matters

6.1 The Board determines a schedule of meetings at the beginning of each year. Additional meetings are held as required to address specific issues.

6.2 The Company Secretary is appointed by the Board and attends meetings of the Board or a Committee (if required) as minute secretary. EXCO members will be invited to attend Board or Committee meetings (or parts of those meetings) from time to time where the Board or Committee considers their involvement to be of assistance to the consideration of items of business for the meeting.

6.3 The Company Secretary also supports the Board by monitoring that Board policies and procedures are followed, and coordinating the completion and dispatch of Board and Board Committee agenda and briefing materials in a timely manner.

6.4 The Company Secretary is also responsible for briefing the Board on its requirements in respect of obligations set by various authorities, posting documents which the Directors should read on the website as soon as they are available, maintaining a set of current policies and ensuring that they are reviewed annually and maintaining a set of Board and Board Committee records.

6.5 The CFO is appointed by the Board and attends meetings of the Board or a Committee (if required) by invitation only.

7. Subsidiary Companies’ Governance

7.1 Subsidiary companies’ governance will generally be in accordance with the constitutions of the subsidiaries, applicable local laws and Company’s Boards of Subsidiaries policy (to be determined by the Board).

2. Remuneration and Nominations Committee Charter

1. Constitution

1.1 The Remuneration & Nominations Committee (“the Committee”) shall be a committee of the Board of Nvoi Ltd (“Company”).

2. Objectives

2.1 The objective of the Committee is primarily to assist the Board in the provision of effective people policies and practices that align with the Company’s business strategy, culture and values and aids the achievement of the business plan to deliver business growth and shareholder value.

2.2 The Committee shall review and make recommendations to the Board in connection with the following areas:

    1. Remuneration packages for the Group Chief Executive Officer (“CEO”), senior executives who are the CEO’s direct reports, other senior management as the Board may determine from time to time and non executive directors;
    2. Succession Planning for executive roles and other significant senior management roles;
    3. Talent Management focusing on high potential employees within the executive and senior management levels of the Company and oversee the implementation of appropriate development opportunities and training;
    4. Ensuring management has in place the appropriate policies and carries out the necessary workplace practices to protect the safety and health of all employees, customers, contractors and visitors;
    5. Reporting to shareholders and other relevant stakeholders on remuneration and any other key people matters;
    6. Diversity, with specific reference to the requirements of the Australian Securities Exchange Corporate Governance Principles together with objectives set for achieving gender diversity and pay equity; and
    7. Compliance with statutory and regulatory requirements including the Australian Securities Exchange Listing Rules and the Corporations Act.

3. Membership

3.1 Members of the Committee shall comprise non-executive directors appointed by the Board.

3.2 The number of the members of the Committee shall not be less than three. The Group CEO shall not be a member of the Committee.

3.3 The Board shall appoint a Chairman from among the independent directors on the Committee who is not Chairman of the Board.

4. Meetings of the Committee

4.1 A quorum of members of the Committee shall be two.

4.2 The Committee may have in attendance such members of management and such other persons including external advisers, as it considers necessary to provide appropriate information and advice.

4.3 All directors of the Board shall be entitled to attend meetings of the Committee provided that the Group CEO and other Executive Directors must be absent from discussions or meetings where they are conflicted for personal reasons.

4.4 Meetings shall be held not less than two times a year to fit in with the remuneration and planning cycles.

4.5 Any member of the Committee or the Company Chairman may request a meeting at any time they consider it necessary.

4.6 Reasonable notice of meetings and the business to be conducted shall be given to all those attending meetings.

4.7 The Committee shall meet without management in attendance, including the CEO, at such times as the Committee considers appropriate.

4.8 Minutes of all meetings shall be kept by the Company Secretary.

5. Responsibilities

5.1 Subject to the limitations on the Committee’s authorities contained in paragraph 6, the responsibilities of the Committee are to:

    1. Review and approve the overall People Strategy, monitor management’s implementation of the strategy and oversee management’s alignment of the strategy with the Company’s overall business strategy and objectives;
    2. Review and approve the Company’s policies and programs to achieve health and safety objectives and to review the Company’s health and safety performance against agreed targets;
    3. Review the effectiveness of the remuneration, recruitment, retention and termination policies and procedures for senior executives and for employees of the Company generally;
    4. Review and recommend to the Board, in accordance with the Company’s remuneration policies and procedures, all components of the remuneration of the Executive Directors, and having regard to their recommendations, the Executive Director‘s direct reports and such other senior management as the Board may from time to time determine. The components shall include base salary, entitlements under employee STI and LTI plans, company share schemes, superannuation arrangements, ex gratia payments where relevant and all other entitlements and benefits from their employment;
    5. Review and recommend to the Board, as appropriate, the terms of employment of the Executive Directors, the their direct reports and such other senior management as the Board may from time to time determine;
    6. Review and recommend to the Board the terms of the Company’s short and long term incentive plans including any share and option schemes for employees;
    7. Recommend to the Board whether offers are to be made under any or all of the Company’s employee incentive schemes in respect of a financial year;
    8. Ensure that the Company’s remuneration policy is designed in such a way that it:
      1. is aligned with the Company’s strategies and objectives and shareholder interests;
      2. motivates senior executives to pursue the long-term growth and value of the Company; and
      3. demonstrates a clear relationship between senior executives’ performance and remunerationj. Review and recommend to the Board, the terms of the Company’s superannuation schemes, as may be applicable
    9. Review and recommend to the Board, the terms of the Company’s superannuation schemes, as may be applicable;
    10. Review and recommend to the Board the remuneration arrangements for the Chairman and the non-executive directors of the Board, including fees, travel and any other benefits considered appropriate within acceptable limits of good corporate governance as may be prescribed by the listing rules of any exchange on which the Company is listed.
    11. Consider and review the level of the aggregate fees payable to all directors as required to be approved by shareholders in accordance with the Constitution.
    12. Review and recommend to the Board in connection with the Company’s people policies and practices in the following areas:
      1. Succession Planning for executive roles and other significant senior management roles.
      2. Talent Management focusing on high potential employees within the executive and senior management levels of the Company and the implementation of appropriate development opportunities and training; and
      3. Diversity having regard in particular to the requirements of the Workplace Gender Equality Agency and the Australian Securities Exchange’s Corporate Governance Principles. Review at least annually and report to the Board on the relative proportion of men and women employed by the Company at various levels and remuneration by gender and recommend strategies or changes to address any pay bias.
    13. Prepare a Remuneration Report of the Board for disclosure to shareholders through the Annual Report.
    14. Consider and review such other matters as may be referred by the Board.
    15. In conjunction with the Audit & Risk Committee, the committee will monitor that all remuneration based accounting requirements have been complied with (including and disclosure requirements).
    16. Review and facilitate shareholder and other stakeholder engagement in relation to the Company’s remuneration policies and practices.
    17. Approving the appointment of the remuneration consultants for the purposes of the Corporations Act 2001 (Cth).

6. Authorities

6.1 The Committee will make recommendations to the Board on all matters requiring a decision including the matters set out in Clause 5. The Committee does not have the power or authority to make a decision in the Board’s name or on its behalf.

6.2 The Committee is authorised by the Board, at the expense of the Company to obtain any external information and advice including market surveys and reports as it thinks necessary to carry out its responsibilities.

7. Review of the Committee

7.1 The Committee will undertake an annual self review of its objectives and responsibilities. The objectives and responsibilities may be reviewed by the Board and the CEO and any other person the board considers appropriate.

7.2 The Committee will obtain feedback from the Board on the Committee’s performance annually and implement any agreed actions.

8. Reporting Procedures

8.1 After each meeting the chairman will report the Committee’s recommendations to the Board.

8.2 The minutes of all Committee meetings will be circulated to members of the Board.

3. Audit And Risk Committee

A. Objectives and Key Accountabilities

  1. This Charter governs the operations of the Audit and Risk Committee (“the Committee”) of the Board of Directors (”the Board”) of Nvoi Ltd (“Company”). The Committee shall review and reassess the Charter at least annually and obtain the approval of the Board for any amendments made from time to time.
  2. The Committee provides assistance to the Board in fulfilling its responsibility for oversight of the quality and integrity of the Company’s accounting, auditing, financial reporting, financial and other risk management policies and practices, and fulfilling such other duties as are directed to it by the Board.
  3. The Committee is responsible for recommending to the Board the appointment, compensation and retention of the External Auditor.
  4. The External Auditor reports to the Committee and ultimately to the Board. The Committee is responsible for oversight of the performance of the External Auditor and reporting on that to the Board.
  5. The Committee makes recommendations to the Board as it sees fit in fulfilment of its responsibilities. The delegation of specific functions to the Committee does not relieve the Board of its duties and responsibilities but assists the Board in carrying out its responsibilities.

B. Membership

  1. The Committee shall comprise at least 2 non-executive Directors that have diverse, complementary backgrounds and who all meet the independence requirements established by the Board and applicable laws, regulations and listing requirements.
  2. Each member of the Committee shall, in the judgment of the Board, have the ability to understand financial statements.
  3. Within 2 years from listing, at least one member of the Committee shall, in the judgment of the Board, be a qualified accountant or other finance professional with relevant experience of financial and accounting matters as recommended by Principle 4 of the ASX Corporate Governance Principles.
  4. The Board appoints the members of the Committee and its Chairman. The Chairman of the Committee shall not also be the Chairman of the Board.
  5. Members of the Committee must have an understanding of the industries in which the Company operates.
  6. The Secretary of the Committee shall be the Company Secretary, or such other person nominated by the Board.

C. Meetings

  1. A quorum for any meeting of the Committee shall be any two members of the Committee.
  2. The Group Chief Executive Officer (CEO), Chief Financial Officer (CFO), and External Auditor shall be given notice of all meetings and shall attend meetings by invitation. The Committee may also invite any Board member or other person to attend meetings. Any Board member may attend meetings.
  3. The Committee meets at least quarterly. Additional meetings may be convened as the Committee or its Chairman deem necessary.
  4. Copies of all papers provided to the Committee shall also be made available to all Board members.
  5. The Committee shall cause to be kept adequate minutes of all its proceedings and report on all its activities and actions at the next scheduled meeting of the Board. Committee members shall be provided with copies of the draft minutes as soon as practicable after each meeting.
  6. An Action List from each Committee meeting shall be approved by the Chairman and circulated to all Committee members as soon as practicable after each meeting. The Action List shall include accountabilities, performance expectations and the nature and timing of subsequent reporting.
  7. The Committee shall meet with Internal and or External Auditors in the absence of management, as it considers appropriate.

D. Authority

  1. The Committee shall have the resources and authority necessary to discharge its duties and responsibilities.
  2. In discharging its duties and responsibilities, the Committee is empowered to investigate any matter brought to its attention.
  3. The Committee is authorised by the Board to seek any information it requires from any Board member, executive or employee, and all such persons are directed to co-operate with any request made by the Committee.
  4. The Committee shall be provided with such appropriate funding by the Company as the Committee determines for the payment of compensation to the Company’s external auditors, external advisors, experts or consultants as it deems appropriate and to pay ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

E. Education

  1. The Company is responsible for providing new members of the Committee with appropriate orientation, briefings and educational opportunities, and the Company is also responsible for providing the Committee with educational resources related to any of its duties, and such other materials as may be requested by the Committee.
  2. The Company will assist the Committee in maintaining appropriate financial literacy.
  3. Members of the Committee will advise the Company of topics or issues of interest or concern that may be relevant to their education.

F. Responsibilities

  1. The Committee’s specific responsibilities in carrying out its oversight role are detailed in the Calendar of Responsibilities of the Audit & Risk Committee, which forms part of the Audit & Risk Committee Charter.
  2. The Calendar of Responsibilities will be updated annually or as required to reflect changes in regulatory requirements, authoritative guidance and evolving oversight practices.
  3. The Chairman of the Committee shall review the Calendar of Responsibilities ahead of each scheduled meeting of the Committee to ensure that relevant topics are presented at that meeting and so that the Responsibilities can be addressed.
  4. The Committee relies on the expertise and knowledge of Management, the Internal Auditors and the External Auditors in carrying out its responsibilities.
  5. The Company’s Management is responsible for ensuring that the Company’s financial statements correctly record and explain transactions and that the financial position and performance give a true and fair review and are in accordance with generally accepted accounting principles.
  6. The External Auditor is responsible for auditing the Company’s financial statements. The Committee shall:
    1. Review and recommend to the Board acceptance of the terms of engagement with the External Auditor;
    2. Make recommendations to the Board on the remuneration of the External Auditor;
    3. Review and recommend to the Board the appointment or removal of an External Auditor;
    4. Ensure appropriate policies exist for the provision of all non-audit services by the external auditor or a related party of the External Auditor and regularly review the application of those policies; and
    5. Monitor and evaluate on a regular basis the performance of the External Auditor.

4. Trading policy

1. Introduction

The ordinary shares of Nvoi Ltd (“Company”) are listed on the Australian Securities Exchange (ASX).

This document sets out the policy of the Company concerning dealings in the Company’s securities by:

    1. Directors of the Company and their associates; and
    2. Members of the Company’s Executive Management team and their associates; and
    3. Employees and their associates.

The purpose of this policy is to establish a best practice procedure relating to buying and selling securities that provides protection to the Company, Directors, Executives and employees against the misuse of unpublished information that could materially affect the value of securities.

2. Definitions

In this policy, unless the context otherwise requires:

Closed Periods means each of the following periods:

    1. Two weeks prior to the release of each of the Company’s annual and half yearly accounts to the ASX;
    2. One week prior to release of the Company’s quarterly reports; and
    3. Any other time that the Group CEO, in consultation with the Chairman, declares as a Closed Period.

Company Securities includes ordinary shares, preference shares, options, debentures (including convertible notes), prescribed interests, derivatives and warrants issued or made available by the Company or any associated company that is listed for trading on the ASX.

Director means a director of the Company and includes a “Related Party” as defined in the Corporations Act 2001 (Cth).

Executive means a member of the Company’s Executive Management team and includes a “Related Party” as defined in the Corporations Act 2001 (Cth).

Inside Information has the meaning given in the Corporations Act 2001 (Cth).

Trading includes purchasing or selling Company Securities or any option in relation thereto and trade has an equivalent meaning.

3. Policy

3.1 Responsibility of Directors, Executives and employees

Directors, Executives and employees must comply at all times with the provisions of the Corporations Act 2001 (Cth) and ASX Listing Rules concerning trading including:

    1. Insider trading provisions;
    2. Market manipulation provisions;
    3. Substantial shareholder notice provisions; and
    4. Notification requirements.

It is each Director’s, Executive’s and employee’s own responsibility to ensure that they are fully aware of their legal obligations with respect to trading.

3.2 Insider Trading

Directors, Executives and employees must not at any time whilst they are in possession of Inside Information trade in Company Securities or procure any other person to trade in Company Securities until after:

    1. Disclosure to the public of the Inside Information, whether by way of press release, disclosure to the ASX or filling made with securities regulatory authorities; or
    2. The Inside Information ceases to be material.

3.3 Closed Periods

Subject to item 3.2 above and the other provisions of this Policy, Directors, Executives and employees may trade in Company Securities at any time except during Closed Periods.

3.4 Notification of Trading

Directors must provide written confirmation of any trading in Company Securities to the Company Secretary for lodgment of the appropriate forms at the ASX within the required timelines.

3.5 Trading in a Closed Period

Directors, Executives and employees may only be permitted to trade in Company Securities in a Closed Period with the prior written approval of:

    1. in the case of the CEO, the Chairman;
    2. in the case of the Chairman, the CEO; and
    3. in all other cases, the Chairman and the CEO,

which will only be given in exceptional circumstances (such as severe financial hardship or court order), and is subject to the other provisions of this policy. The trading must occur in accordance with the terms of the written approval.

Any application for an exemption allowing the sale of Company Securities during a Closed Period based on exceptional circumstances must be made in writing and be accompanied by relevant legal documentation and/or a statutory declaration stating all of the facts and copies of relevant supporting documentation.

3.6 Participation in Rights Issues, Dividend Reinvestment Plans etc.

The Closed Periods do not restrict Directors, Executives and employees from participating or accepting entitlements under the any rights issues, share purchase plans, dividend reinvestment plans (or similar) that are available to the Company’s shareholders on the same terms, but do apply in respect of any subsequent trading of Company Securities to which the Directors and Executives become entitled under those plans or arrangements.

3.7 Long Term Trading

The Company wishes to encourage Directors, Executives and employees to adopt a long term attitude to investment in Company Securities. Therefore, Directors, Executives and employees must not engage in short term or speculative trading of Company Securities.

4. Non-Compliance and Further Advice

This Policy does not contain an exhaustive analysis of the restrictions imposed on, and the very serious legal ramifications of insider trading. Directors, Executives and employees who wish to obtain further advice in this matter, are encouraged to contact the Company Secretary.

Compliance with these guidelines for trading in Company Securities does not absolve that individual from complying with the law, which must be the overriding consideration when trading in Company Securities.

5. Code of Business Conduct

1. Purpose

The purpose of this Code of Conduct is to provide a framework for decisions and actions in relation to ethical conduct in employment. It underpins the Company's commitment to integrity and fair dealing in its business affairs and to a duty of care to all employees, clients and stakeholders. The document sets out the principles covering appropriate conduct in a variety of contexts and outlines the minimum standard of behaviour expected from employees.

2. Accountabilities

2.1 BOARD

THE BOARD IS RESPONSIBLE FOR:

    1. setting the tone of legal, ethical and moral conduct to ensure that the Company is considered reputable by the industry and other outside entities; and
    2. ensuring that all employees are aware of the Code of Conduct.

2.2 MANAGERS AND SUPERVISORS

MANAGERS AND SUPERVISORS ARE RESPONSIBLE AND ACCOUNTABLE FOR:

    1. undertaking their duties and behaving in a manner that is consistent with the provisions of the Code of Conduct;
    2. the effective implementation, promotion and support of the Code of Conduct in their areas of responsibility; and
    3. ensuring employees under their control understand and follow the provisions outlined in the Code of Conduct.

2.3 EMPLOYEES

ALL EMPLOYEES ARE RESPONSIBLE FOR:

    1. undertaking their duties in a manner that is consistent with the provisions of the Code of Conduct;
    2. reporting suspected corrupt conduct; and
    3. reporting any departure from the Code of Conduct by themselves or others.

3. Personal and Professional Behaviour

When carrying out your duties, you should:

    1. behave honestly and with integrity and report other employees who are behaving dishonestly;
    2. carry out your work with integrity and to a high standard;
    3. operate within the law at all times;
    4. follow the policies of the Company; and
    5. act in an appropriate business‐like manner when representing the Company in public forums.

4. Conflict of Interest

Potential for conflict of interest arises when it is likely that you could be influenced, or it could be perceived that you are influenced by a personal interest when carrying out your duties. Conflicts of interest that lead to biased decision‐making may constitute corrupt conduct.

    1. Some situations that may give rise to a conflict of interest include situations where you have:
      1. financial interests in a matter the Company deals with or you are aware that your friends or relatives have a financial interest in the matter;
      2. directorships/management of outside organisations;
      3. membership of boards of outside organisations;
      4. personal relationships with people the Company is dealing with which go beyond the level of a professional working relationship;
      5. secondary employment, business, commercial, or other activities outside of the workplace which impacts on your duty and obligations to the Company;
      6. access to information that can be used for personal gain;
      7. and offer of an inducement.
    2. You may often be the only person aware of the potential for conflict. It is your responsibility to avoid any conflict from arising that could compromise your ability to perform your duties impartially. You must report any potential or actual conflicts of interest to your manager.
    3. If you are uncertain whether a conflict exists, you should discuss that matter with your manager and attempt to resolve any conflicts that may exist.
    4. You must not submit or accept any bribe, or other improper inducement. Any such inducements are to be reported to your manager.

5. Public and Media Comment

Individuals have a right to give their opinions on political and social issues in their private capacity as members of the community.

    1. Employees must not make official comment on matters relating to the Company unless they are:
      1. authorised to do so by the Chair and/or Chief Executive Officer; or
      2. giving evidence in court; or
      3. otherwise authorised or required to by law.
    2. Employees must not release unpublished or privileged information unless they have the authority to do so from the Chair and Chief Executive Officer.

6. Intellectual Property/Copyright

Intellectual property includes the rights relating to scientific discoveries, industrial designs, trademarks, service marks, commercial names and designations, and inventions and is valuable to the Company.

The Company is the owner of intellectual property created by employees in the course of their employment unless a specific prior agreement has been made. Employees must obtain written permission to use any such intellectual property from the Company Secretary or Chief Executive Officer before making any use of that property for purposes other than as required in their role as employee.

7. Discrimination and Harassment

Employees must not harass, discriminate, or support others who harass and discriminate against colleagues or members of the public on the grounds of sex, pregnancy, marital status, age, race (including their colour, nationality, descent, ethnic or religious background), physical or intellectual impairment, homosexuality or transgender.

Such harassment or discrimination may constitute an offence under legislation.

Managers should understand and apply the principles of Equal Employment Opportunity.

8. Corrupt Conduct

Corrupt conduct involves the dishonest or partial use of power or position which results in one person/group being advantaged over another. Corruption can take many forms including, but not limited to:

    1. official misconduct;
    2. bribery and blackmail;
    3. unauthorised use of confidential information;
    4. fraud; and
    5. theft

Corrupt conduct will not be tolerated by the Company. Disciplinary action up to and including dismissal will be taken in the event of any employee participating in corrupt conduct.

9. Health, Safety, Environment and Community

It is the responsibility of all employees to act in accordance with the applicable occupational health and safety legislation, regulations and policies and to use security and safety equipment provided.

Specifically all employees are responsible for safety in their work area by:

    1. following the safety and security directives of management;
    2. advising management of areas where there is potential problem in safety and reporting suspicious occurrences; and
    3. minimising risks in the workplace.

It is the responsibility of all employees to act in accordance with applicable environmental legislation, regulations and policies.

Our approach is to ensure that the health, safety, environment and community (HSEC) impacts associated with operations related to our business are minimised and managed. In meeting this, we identify, assess and manage our environmental risks, and set and seek to achieve targets that promote the efficient use of resources. We seek to engage regularly, openly and honestly with our stakeholders, and particularly with those people affected by our operations.

ALWAYS:

      • Take responsibility for ensuring that our operations meet applicable legal standards;
      • Engage with our stakeholders and take their views into account in our decision‐making;
      • Handle, transport and arrange for the disposal of materials in a safe, environmentally and socially responsible manner;
      • Stop any work that may contribute to a significant environmental or community incident;
      • Report to your manager any accident, incident, spill or release of material so that appropriate action can be taken to prevent, correct and/or control those conditions;
      • Encourage our suppliers, joint venture partners and customers to engage in responsible stewardship practices to minimise the potential for harm in the lifecycle of our products.

NEVER:

      • Ignore a potential or actual environmental incident or assume someone else will report it;
      • Undertake work that has the potential to significantly impact on the environment unless you are trained and competent to do so;
      • Engage contractors, suppliers or joint venture partners without an assessment that takes account of their HSEC risks, processes and performance.

10. Legislation

It is essential that all employees comply with the laws and regulations of the countries in which we operate. Violations of such laws may have serious consequences for the Company and any individuals concerned. Any known violation must be reported immediately to management.

11. Fair Dealing

The Company aims to succeed through fair and honest competition and not through unethical or illegal business practices. Each employee should endeavour to deal fairly with the Company's suppliers, customers and other employees.

12. Insider Trading

All employees must observe the Company's "Trading Policy".

13. Responsibilities to Investors

The Company strives for full, fair and accurate disclosure of financial and other information on a timely basis.

14. Breaches of the Code of Conduct

Employees should note that breaches of certain sections of this Code of Conduct may be punishable under legislation.

Breaches of this Code of Conduct may lead to disciplinary action and possibly dismissal.

15. Reporting Matters of Concern

Employees are encouraged to raise any matters of concern in good faith with the Company Secretary or Chief Executive Officer, without fear of retribution.

 

6. Diversity Policy

Nvoi Ltd (“Company”) values diversity and recognizes the organizational strength, problem solving ability and innovative approach that it brings.

In order to attract and retain a diverse workforce and customer base the Company is committed to providing an environment in which all employees are treated with fairness, respect and have equal access to opportunities available at work.

The Company does not practice diversity for legal purposes but for good business sense. Diversity contributes to the achievement of the Company’s corporate objectives and enables The Company to attract people with the best skills and attributes to develop a workforce whose diversity reflects that of its stakeholders.

Diversity at the Company refers to all the characteristics that make individuals different from each other. It includes characteristics or factors such as religion, race, ethnicity, language, gender, sexual orientation, disability, age or any other area of potential difference. Diversity at the Company is about the commitment to equality and treating all individuals with respect.

Gender Diversity

The Company has a strong commitment to gender diversity. When considering new Director appointments for the Board and its Committees, The Company aims for a balance of skills and background.

Gender diversity will continue to be a key strategic focus for the Company in the coming years with the introduction of gender diversity objectives, following the recommendations of the Corporate Governance Council.

The Company seeks to meet gender diversity objectives including representation of women at all levels of the organization.

This increased focus on diversity at all levels of the business will reinforce the importance of equality in the workplace, which is facilitated by the Company’s culture of decisions based on merit for internal promotion, leadership development and flexible work practices.

7. Continuous Disclosure Policy

The Continuous Disclosure Policy is designed to ensure Nvoi Ltd (“Company”) complies with its continuous disclosure obligations under the Corporations Act and the ASX Listing Rules such that:

  1. All investors have equal and timely access to material information; and

  2. Company announcements are factual and presented in a clear and balanced way.

If a provision of the Policy is or becomes inconsistent with the Corporations Act and the ASX Listing Rules, it is inapplicable to the extent of the inconsistency.

The Policy provides detailed application in the following areas:

  1. Continuous disclosure legal obligations;
  2. Continuous disclosure guidelines including, but not limited to:
    1. Induction of new directors and senior executives;
    2. Documents to be provided to directors and senior executives;
    3. Determination when disclosure required; and
    4. Communication of information to be disclosed;
  3. Specific
    Issues in relation to continuous disclosure, including:
    1. Authorised spokespersons;
    2. Discussions with research analysts;
    3. Private briefings and roadshows;
    4. Dealing with market speculation and rumours;
    5. Trading halts;
    6. Web‐based communication; and
    7. Periods prior to release of financial results.