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ROCKETBOOTS LIMITED Governance Information 2024

Jul 24, 2024

65726_rns_2024-07-24_91bccb72-d4e5-49d5-9493-c9a681f70c5a.pdf

Governance Information

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Corporate Governance Policy & Statement

RocketBoots Limited ACN 165 522 887

Final version Adopted on 19 November 2021 Revised on 7 December 2022, 31 August 2023, 25 July 2024

Corporate Governance Policy

Date 25 July 2024

Introduction

Corporate governance refers to the system by which companies are directed and managed. It influences how the objectives of a company are set and achieved, how risk is monitored and assessed, and how performance is optimised. What constitutes good corporate governance will evolve with the changing circumstances of a company and must be tailored to meet those circumstances.

ASX's best practice recommendations

The ASX Corporate Governance Council ( Council ) provides guidelines in relation to corporate governance, entitled " Corporate Governance Principles and Recommendations" (4th Edition). This document articulates 8 central principles and 38 best practice recommendations ( ASX Principles and Recommendations ). The Council believes that the ASX Principles and Recommendations underscore good corporate governance and includes guidelines to assist companies in complying with the ASX Principles and Recommendations.

The board of directors ( Board ) of RocketBoots Limited ACN 165 522 887 ( Company ) supports the central principles and best practice recommendations published by the Council. The current policies, procedures and practices of the Company as contained in this Corporate Governance Policy ( Corporate Governance Policy ) comply with the Council's principles and best practice recommendations to the extent possible taking into account the Company's size, complexity, history and corporate culture.

As required under ASX Listing Rule 4.10.3, the Company will include in its annual report either the corporate governance statement (which discloses the extent to which the Company has followed the ASX Principles and Recommendations), or the URL of the page on the Company's website where the corporate governance statement can be located.

The Company will also lodge an Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations .

Company corporate governance charters and policies

The Company has adopted the following corporate governance charters and policies:

  1. Board Charter;

  2. Code of Conduct;

  3. Diversity Charter;

  4. Securities Trading Policy;

  5. Audit and Risk Committee Charter;

  6. Nomination and Remuneration Committee Charter;

  7. Continuous Disclosure Policy;

  8. Corporate Governance Policy & Statement;

  9. Modern Slavery Policy;

  10. Whistleblower Policy; and

  11. Shareholder Communication Policy.

The Board is committed to administering the policies and procedures with openness and pursuing corporate governance commensurate with the Company's needs.

In light of the Company’s size and nature, the Board considers that the current corporate governance regime is a fit-for-purpose, efficient, practical and cost-effective method of directing and managing the Company. As the Company’s activities develop in size, nature and scope, the implementation of additional corporate governance policies and structures will be reviewed.

Corporate Governance Statement Date 25 July 2024

PRINCIPLE and
RECOMMENDATION		 REQUIREMENT COMPLY EXPLANATION
PRINCIPLE 1 Lay solid foundations for management and oversight:
Recommendation
1.1		 A listed entity should have and disclose a board charter
setting out:
(a)
the respective roles and responsibilities of its board
and management; and
(b)
those matters expressly reserved to the board and
those delegated to management.		 Yes The Company's Board Charter outlines both the respective roles and responsibilities of
its Board and management (and those expressly reserved to the Board or delegated to
management).
The Company has disclosed this in their Corporate Governance Statement at:
https://www.rocketboots.com/investors#Governance
with a copy of our board charter also available at the same location.
Recommendation
1.2		 A listed entity should:
(a)
undertake appropriate checks before appointing a
director or senior executive or putting someone
forward 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.		 Yes The Company's Nomination and Remuneration Committee will ensure that appropriate
checks (including those of the person's character, experience, education, criminal
record and bankruptcy history) are taken before appointing or nominating a new
candidate as a director.
In order to provide greater transparency around the appointment process, the Company
will provide shareholders with all material information in its possession relevant to a
decision on whether or not to elect a director.
The Company has undertaken appropriate checks of the current proposed directors and
senior executives.
Recommendation
1.3		 A listed entity should have a written agreement with each
director and senior executive setting out the terms of their
appointment.		 Yes The Company has written agreements with each of its directors and senior executives
setting out the terms of their appointment.
Recommendation
1.4		 The Company secretary of a listed entity should be
accountable directly to the board, through the chair, on all
matters to do with the proper functioning of the board.		 Yes The Company’s Board Charter outlines the roles, responsibility and accountability of the
company secretary as is located here:
https://www.rocketboots.com/investors#Governance
The company secretary is accountable directly to the Board through the chairperson on
all matters relating to the proper functioning of the Board.
Recommendation
1.5		 A listed entity should:
(a)
have and disclose a diversity policy;
(b)
through its board or a committee of the board set
measurable objectives for achieving gender
diversity in the composition of its board, senior
executives and workforce generally; and
(c)
disclose in relation to each reporting period:
(i)
the measurable objectives set for that period
to achieve gender diversity;
(ii)
the entity’s progress towards achieving		 Yes The Company’s Diversity policy can be found at:
https://www.rocketboots.com/investors#Governance
and we have disclosed the information referred to in paragraph (c) at:
The Company’s Annual Report
https://www.rocketboots.com/investors#Announcements
The Company is a relatively small entity and but strives to continually improve diversity
as it continues to mature.
If we were included in the S&P / ASX 300 Index at the commencement of the reporting
period our measurable objective for achieving gender diversity in the composition of its
board of not less than 30% of its directors of each gender within a specified period.
PRINCIPLE and
RECOMMENDATION		 REQUIREMENT COMPLY EXPLANATION
those objectives; and
(iii)
either:
(A)
the respective proportions of men
and women on the board, in senior
executive positions and across the
whole workforce (including how the
entity has defined “senior executive”
for these purposes); or
(B)
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.
If the entity was in the S&P/ASX 300 Index at the
commencement of the reporting period, the measurable
objective for achieving gender diversity in the composition
of its board should be to have not less than 30% of its
directors of each gender within a specified period.
Recommendation
1.6		 A listed entity should:
(a)
have and disclose a process for periodically
evaluating the performance of the board, its
committees and individual directors; and
(b)
disclose for each reporting period whether a
performance evaluation has been undertaken in
accordance with that process during or in respect
of that period.		 Yes The Board Charter sets out that the chairperson of the Board has authority to develop
key performance indicators for Board members to assess the performance of the Board
as a whole, their own individual performance and the performance of each of their fellow
directors. This document can be found here, with particular reference to section 1.11:
https://www.rocketboots.com/investors#Governance
In line with the Board Charter, this process will occur at least once every calendar year
and so at the end of the Company's reporting period, details of whether such a review
has taken place will be included in the "Corporate Governance" section of the Company's
Annual Report found here:
https://www.rocketboots.com/investors#Announcements
Recommendation
1.7		 A listed entity should:
(a)
have and disclose a process for evaluating the
performance of its senior executives at least once
every reporting period; and
(b)
disclose for each reporting period whether a
performance evaluation has been undertaken in
accordance with that process during or in respect of
that period.		 Yes The Board Charter and Nominations and Renumeration Committee Charter sets out
requirements for senior management performance evaluation. This document can be
found here, with particular reference to section 1.12 (Board Charter) and 1.6
(Nominations and Remuneration Committee Charter):
https://www.rocketboots.com/investors#Governance
The Board will annually review the performance of its senior executives and address any
issues that may emerge from that review. The Board has authority to develop key
performance indicators for management to assess the performance of each senior
executive.
In line with the Board Charter, this process will occur at least once every calendar year
and so at the end of the Company's reporting period, details of whether such a review
PRINCIPLE and
RECOMMENDATION		 REQUIREMENT COMPLY EXPLANATION
has taken place will be included in the "Corporate Governance" section of the Company's
Annual Report found here:
https://www.rocketboots.com/investors#Announcements
PRINCIPLE
2		 Structure the board to add value:
Recommendation
2.1		 The board of a listed entity should:
(a)
have a nomination committee which:
(i)
has at least three members, a majority of
whom are independent directors; and
(ii)
is chaired by an independent director,
and disclose:
(iii)
the charter of the committee;
(iv)
the members of the committee; and
(v)
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.		 No The Nomination and Remuneration Committee will be comprised of Hugh Bradlow,
Cameron Petricevic and Karl Medak. The membership of the Nomination and
Remuneration Committee will not comprise a majority of independent directors, given
the shareholdings of the members, but does comprise of one independent member. The
Nomination and Remuneration Committee is chaired by Cameron Petricevic who is not
an independent director given his shareholding in the Company and not the chair of the
Board. Cameron's appointment as chairperson of the Nomination and Remuneration
Committee is appropriate to ensure proper governance, given his qualifications and
experience.
The Company is expected to comply with Recommendation 2.1 in all other respects.
The proposed composition of this committee is deemed appropriate given the size of
the Company, the Board, and the Company’s circumstances. However, the Nomination
and Remuneration Committee structure is proposed to be reviewed over time and as
the composition of the Company’s Board develops.
The Nomination and Remuneration Charter which includes the members of the
committee is available here:
https://www.rocketboots.com/investors#Governance
The relevant qualifications and experience of the members of the committee is
contained in the Company’s Annual Report, both which are available here:
https://www.rocketboots.com/investors#Announcements
At the end of the Company's reporting period, the number of times the Nomination and
Remuneration Committee met through the period and the individual attendances of the
members of the Nomination and Remuneration Committee will be included in the
"Corporate Governance"section of the Company's annual report.
Recommendation
2.2		 A listed entity should have and disclose a board skills
matrix setting out the mix of skills that the board currently
has or is looking to achieve in its membership.		 Yes We have disclosed our board skills matrix at:
https://www.rocketboots.com/investors#Governance
The Company is a relatively small entity and but strives to continually improve its mix of
skills as it continues to mature.
Recommendation
2.3		 A listed entity should disclose:
(a)
the names of the directors considered by the board
to be independent directors;
(b)
ifa director has an interest, positionor relationship		 Yes This information is disclosed in the Company’s Annual Report (with further information in
the Prospectus (released on the ASX platform on 3 Dec 22)) all at:
https://www.rocketboots.com/investors#Announcements
PRINCIPLE and
RECOMMENDATION		 REQUIREMENT COMPLY EXPLANATION
of the type described in Box 2.3 of the
Recommendations but the board is of the opinion
that it does not compromise the independence of
the director, the nature of the interest, position or
relationship in question and an explanation of why
the board is of that opinion; and
(c)
the length of service of each director.		 These documents disclose the names of directors considered to be independent and any
interests, positions or relationships of the type described in Box 2.3 of the
Recommendations and the length of service.
In addition, in accordance with the Board Charter, Directors considered by the Board to
be independent will be identified as such, along with their length of service in that
capacity. The Board will assess at least annually whether each director is considered to
be independent. There is a process for the Board to capture information relevant to this
assessment for each non-executive director. Should a director’s independent status
change, this will be disclosed and explained in a timely manner to the market.
Recommendation
2.4		 A majority of the board of a listed entity should be
independent directors.		 No The Board comprises of an Independent Chairman and two non-independent directors.
It is further noted that the Chairman, who is an independent director, has a casting vote
under the Constitution in certain circumstances allowing for a casting vote to be made by
an independent director.
The composition of this Board is deemed as appropriate given the size of the Company,
and its size, however the Board's independence will be reviewed over time and as the
Company and its composition grows.
Recommendation
2.5		 The chair of the board of a listed entity should be an
independent director and, in particular, should not be the
same person as the CEO of the entity.		 Yes The Chair of the Board is Hugh Bradlow who will be an independent director and is not
the same person as the CEO of the Company.
Recommendation
2.6		 A listed entity should have a program for inducting new
directors and for periodically reviewing whether there is a
need for existing directors to undertake professional
development opportunities to maintain the skills and
knowledge needed to perform their role as directors
effectively.		 Yes The responsibilities of the Nomination and Remuneration Committee include ensuring
an effective induction process is in place for new directors and regularly reviewing
whether the directors as a group have the skills, knowledge and familiarity with the
Company and its operating environment required to fulfil their role on the Board and on
Board committees effectively and, where any gaps are identified, consider what training
or development could be undertaken to fill those gaps.
PRINCIPLE
3		 Act ethically and responsibly:
Recommendation
3.1		 A listed entity should articulate and disclose its values. Yes The Company has disclosed its values on its website at:
https://www.rocketboots.com/about-rocketboots
Recommendation
3.2		 A listed entity should:
(a)
have and disclose a code of conduct for its
directors, senior executives and employees; and
(b)
ensure that the board or a committee of the board
is informed of any material breaches of that code.		 Yes The Company has adopted a Code of Conduct which sets out the responsibility of its
directors, senior executives and employees to report any breaches of the Code of
Conduct to the Board.
The Code of Conduct can be found here:
https://www.rocketboots.com/investors#Governance
Recommendation
3.3		 A listed entity should:
(a)
have and disclose a whistleblower policy; and
(b)
ensure that the board or a committee of the board
is informed of anymaterial incidents reported under		 Yes The Company has adopted a Whistleblower Policy for its directors, senior executives and
employees, and has disclosed the Whistleblower Protection Policy here:
https://www.rocketboots.com/investors#Governance
The Company will ensure that the Board is informed of any material incidents reported
PRINCIPLE and
RECOMMENDATION		 REQUIREMENT COMPLY EXPLANATION
that policy. under the Whistleblower Policy.
The policy was recently updated (24 Aug 22).
Recommendation
3.4		 A listed entity should:
(a)
have and disclose an anti-bribery and corruption
policy; and
(b)
ensure that the board or a committee of the board
is informed of any material breaches of that policy.		 Yes The Company's Code of Conduct contains its anti-bribery and corruption policy and is
located here:
https://www.rocketboots.com/investors#Governance
The Company will ensure that the board is informed of any material breaches of the
anti-bribery and corruption provisions of the Code of Conduct.
Additionally, the Company recently adopted and published its policy on Modern Slavery
(dated 28 Aug 22) here:
https://www.rocketboots.com/investors#Governance
PRINCIPLE
4		 Safeguard integrity in corporate reporting:
Recommendation
4.1		 The board of a listed entity should:
(a)
have an audit committee which:
(i)
has at least three members, all of whom are
non-executive directors and a majority of
whom are independent directors; and
(ii)
is chaired by an independent director, who is
not the chair of the board,
and disclose:
(iii)
the charter of the committee;
(iv)
the relevant qualifications and experience of
the members of the committee; and
(v)
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.		 Yes The Audit and Risk Committee comprises of Karl Medak, Hugh Bradlow and Cameron
Petricevic. The membership of the Audit and Risk Committee will not comprise a majority
of independent directors, given the shareholdings of the members, but does contain one
independent member. The Audit and Risk Committee is chaired by Karl Medak who is
not an independent director and not the chair of the Board.
Karl's appointment as chairperson of the Audit and Risk Committee is appropriate to
ensure proper governance, given his qualifications and experience.
The Company is expected to comply with Recommendation 4.1 in all other respects.
The proposed composition of this committee is deemed appropriate given the size of
the Company, the Board, and the Company’s circumstances. However, the Audit and
Risk Committee structure is proposed to be reviewed over time and as the composition
of the Company’s Board develops.
The Audit and Risk Committee Charter which includes the members of the committee is
available here (recently updated on 29 Feb 24):
https://www.rocketboots.com/investors#Governance
The relevant qualifications and experience of the members of the committee is
contained in the Company’s Annual Report, both which are available here:
https://www.rocketboots.com/investors#Announcements
At the end of the Company's reporting period, the number of times the Audit and Risk
Committee met in that period, and the individual attendances of the members of the
Audit and Risk Committee, will be included in the "Corporate Governance" section of
the Company's annual report.
PRINCIPLE and
RECOMMENDATION		 REQUIREMENT COMPLY EXPLANATION
Recommendation
4.2		 The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive
from its CEO and CFO a declaration that, in their opinion,
the financial records of the entity have been properly
maintained and that the financial statements comply with
the appropriate accounting standards and give a true and
fair view of the financial position and performance of the
entity and that the opinion has been formed on the basis of
a sound system of risk management and internal control
which is operating effectively.		 Yes The Company's Audit and Risk Charter requires the CEO and the CFO to provide a
declaration that the financial records of the Company have been properly maintained.
Additionally, also declare that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the financial position and
performance of the Company and that the opinion has been formed on the basis of a
sound system of risk management and internal control which is operating effectively.
The declaration must be given before the Board approves the financial statements for the
financial year.
Recommendation
4.3		 A listed entity should disclose its process to verify the
integrity of any periodic corporate report it releases to the
market that is not audited or reviewed by an external
auditor.		 Yes The Audit and Risk Committee are responsible for establishing procedures for verifying
the integrity of any periodic corporate report it releases to the market that is not audited
or reviewed by an external auditor. These risk management procedures can be found
here:
https://www.rocketboots.com/investors#Governance
PRINCIPLE
5		 Make timely and balanced disclosure:
Recommendation
5.1		 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.		 Yes The Company will adopt a Continuous Disclosure Policy which can be found here:
https://www.rocketboots.com/investors#Governance
Recommendation
5.2		 A listed entity should ensure that its board receives copies
of all material market announcements promptly after they
have been made.		 Yes In accordance with its Continuous Disclosure Policy, the Company will ensure that the
Board is provided with all copies of all material market announcements promptly after
they have been made.
Recommendation
5.3		 A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the
presentation materials on the ASX Market Announcements
Platform ahead of the presentation.		 Yes In accordance with its Continuous Disclosure Policy, where the Company gives a new
and substantive investor or analysis presentation, the Company will ensure the
presentation is released on the ASX Market Announcements Platform ahead of that
presentation. It most recently did this on 20 May 24.
PRINCIPLE
6		 Respect the rights of security holders:
Recommendation
6.1		 A listed entity should provide information about itself and
its governance to investors via its website.		 Yes Information about the Company and its governance is available on the Company’s
website here:
https://www.rocketboots.com/
In particular, the Company has uploaded the following documents:
a)
Board Charter;
b)
Code of Conduct;
c)
Audit Risk Committee Charter;
d)
Nomination and Remuneration Charter;
e)
ContinuousDisclosurePolicy;
PRINCIPLE and
RECOMMENDATION		 REQUIREMENT COMPLY EXPLANATION
f)
Diversity Charter;
g)
Corporate Governance Policy & Statement;
h)
Securities Trading Policy;
i)
Modern Slavery Policy
j)
Whistleblower Policy; and
k)
Shareholder Communication Policy.
These documents can be found here:
l)
https://www.rocketboots.com/investors#Governance
Recommendation
6.2		 A listed entity should have an investor relations program
that facilitates effective two-way communication with
investors.		 Yes The Company has adopted the Shareholder Communication Policy to facilitate effective
two-way communication with investor. The document can be found here:
https://www.rocketboots.com/investors#Governance
Investors can contact the Company through the website contact form or through the
email:[email protected]
Recommendation
6.3		 A listed entity should disclose how it facilitates and
encourages participation at meetings of security holders.		 Yes The adopted Shareholder Communication Policy outlines a strategy to encourage
shareholder participation at meetings and can be found here:
https://www.rocketboots.com/investors#Governance
Recommendation
6.4		 A listed entity should ensure that all substantive resolutions
at a meeting of security holders are decided by a poll
rather than by a show of hands.		 Yes The Company intends, and will ensure that when calling a vote at a meeting of
shareholders, all substantive resolutions will be decided by a poll rather than a show of
hands.
Recommendation
6.5		 A listed entity should give security holders the option to
receive communications from, and send communications
to, the entity and its security registry electronically.		 Yes The Company does, and will continue to ensure, that the share registry will give
shareholders an option to receive notices electronically rather than by post, to the
extent that is permitted by the ASX Listing Rules and the_Corporations Act 2001(Cth)._
PRINCIPLE 7 Recognise and manage risk:
Recommendation
7.1		 The board of a listed entity should:
(a)
have a committee or committees to oversee risk,
each of which:
(i)
has at least three members, a majority of
whom are independent directors;
(ii)
is chaired by an independent director
and disclose:
(iii)
the charter of the committee;
(iv)
the members of the committee; and
(v)
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		 Yes The Audit and Risk Committee comprises of Karl Medak, Hugh Bradlow and Cameron
Petricevic. The membership of the Audit and Risk Committee will not comprise a majority
of independent directors, given the shareholdings of the members, but does contain one
independent member. The Audit and Risk Committee is chaired by Karl Medak who is
not an independent director and not the chair of the Board.
Karl's appointment as chairperson of the Audit and Risk Committee is appropriate to
ensure proper governance, given his qualifications and experience.
The Company is expected to comply with Recommendation 4.1 in all other respects.
The proposed composition of this committee is deemed appropriate given the size of
the Company, the Board, and the Company’s circumstances. However, the Audit and
RiskCommittee structureis proposed to bereviewed overtime and as the composition
PRINCIPLE and
RECOMMENDATION		 REQUIREMENT COMPLY EXPLANATION
meetings; or
(b)
if it does not have a risk committee or committees
that satisfy (a) above, disclose that fact and the
processes it employs for overseeing the entity’s risk
management framework.		 of the Company’s Board develops.
The Audit and Risk Committee Charter which includes the members of the committee is
available here (recently updated on 29 Feb 24):
https://www.rocketboots.com/investors#Governance
The relevant qualifications and experience of the members of the committee is
contained in the Company’s Annual Report, both which are available here:
https://www.rocketboots.com/investors#Announcements
At the end of the Company's reporting period, the number of times the Audit and Risk
Committee met in that period, and the individual attendances of the members of the Audit
and Risk Committee, will be included in the "Corporate Governance" section of the
Company's annual report.
Recommendation
7.2		 The board or a committee of the board should:
(a)
review the entity’s risk management framework at
least annually to satisfy itself that it continues to be
sound and that the entity is operating with due
regard to the risk appetite set by the board; and
(b)
disclose, in relation to each reporting period,
whether such a review has taken place.		 Yes The Audit and Risk Committee Charter sets out that the risk management framework and
will be reviewed at least annually (recently updated on 29 Feb 24). This document can
be found here:
https://www.rocketboots.com/investors#Governance
At the end of the Company's reporting period, details of whether such a review has taken
place will be included in the "Corporate Governance" section of the Company's annual
report.
In addition to this, the Board maintains a Risk Matrix document which is reviewed
regularly (last updated and reviewed on 28 Aug 23).
Recommendation
7.3		 A listed entity should disclose:
(a)
if it has an internal audit function, how the function
is structured and what role it performs; or
(b)
if it does not have an internal audit function, that
fact and the processes it employs for evaluating
and continually improving the effectiveness of its
governance, risk management and internal control
processes.		 Yes The Company does not have, nor does it currently intend to implement an internal audit
function. The directors believe this is appropriate given the size and complexity of the
Company currently.
The Company's Audit and Risk Committee will be responsible for evaluating and
continually improving the effectiveness of the Company's governance, risk management
and internal control processes, cognizant of the size, stage, and scope of the Company’s
activities.
This document can be found here:
https://www.rocketboots.com/investors#Governance
Recommendation
7.4		 An entity should disclose whether it has any material
exposure to environmental or social risks and, if it does,
how it manages or intends to manage those risks.		 Yes The Audit and Risk Committee is responsible for identifying risks. Due to the nature of
the Company's business within the information and communication technology industry,
no environmental or social risks are currently expected and none have been disclosed.
Should any such risks arise in the future, the Company intends to disclose them in its
Annual Report and set out how it intends to manage those risks.
In addition to this, the Board maintains a Risk Matrix document which is reviewed
regularly which aid in the identification of such risks (last updated and reviewed on 28
Aug 23).
PRINCIPLE and
RECOMMENDATION		 REQUIREMENT COMPLY EXPLANATION
PRINCIPLE 8 Remunerate fairly and responsibly:
Recommendation
8.1		 The board of a listed entity should:
(a)
have a remuneration committee which:
(i)
has at least three members, a majority of whom
are independent directors;
(ii)
is chaired by an independent director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v)
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 remuneration committee,
disclose that fact and the processes it employs for
setting the level and composition of remuneration for
directors and senior executives and ensuring that
such remuneration is appropriate and not excessive.		 No The Nomination and Remuneration Committee will be comprised of Hugh Bradlow,
Cameron Petricevic and Karl Medak. The membership of the Nomination and
Remuneration Committee will not comprise a majority of independent directors, given
the shareholdings of the members, but does comprise of one independent member. The
Nomination and Remuneration Committee is chaired by Cameron Petricevic who is not
an independent director given his shareholding in the Company and not the chair of the
Board. Cameron's appointment as chairperson of the Nomination and Remuneration
Committee is appropriate to ensure proper governance, given his qualifications and
experience.
The Company is expected to comply with Recommendation 2.1 in all other respects.
The proposed composition of this committee is deemed appropriate given the size of
the Company, the Board, and the Company’s circumstances. However, the Nomination
and Remuneration Committee structure is proposed to be reviewed over time and as
the composition of the Company’s Board develops.
The Nomination and Remuneration Charter which includes the members of the
committee is available here:
https://www.rocketboots.com/investors#Governance
The relevant qualifications and experience of the members of the committee is
contained in the Company’s Annual Report, both which are available here:
https://www.rocketboots.com/investors#Announcements
At the end of the Company's reporting period, the number of times the Nomination and
Remuneration Committee met through the period and the individual attendances of the
members of the Nomination and Remuneration Committee will be included in the
"Corporate Governance" section of the Company's annual report.
Recommendation
8.2		 A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive
directors and the remuneration of executive directors and
other senior executives.		 Yes The Company has adopted a Nomination and Remuneration Charter which is located
here:
https://www.rocketboots.com/investors#Governance
Recommendation
8.3		 A listed entity which has an equity-based remuneration
scheme should:
(a)
have a policy on whether participants are permitted
to enter into transactions (whether through the use
of derivatives or otherwise) which limit the
economic risk of participating in the scheme; and
(b)
disclose that policy or a summary of it.		 Yes The Company has adopted a Securities Trading Policy which is located here:
https://www.rocketboots.com/investors#Governance
and has implemented an Employee Incentive Plan, available on the ASX platform
website or here:
https://www.rocketboots.com/investors#Announcements
PRINCIPLE and
RECOMMENDATION		 REQUIREMENT COMPLY EXPLANATION
PRINCIPLE 9 Additional recommendations that apply only in certain
cases:
Recommendation
9.1		 A listed entity with a director who does not speak the
language in which board or security holder meetings are
held or key corporate documents are written should
disclose the processes it has in place to ensure the
director understands and can contribute to the discussions
at those meetings and understands and can discharge
their obligations in relation to those documents.		 N/A All directors speak fluent English.
Recommendation
9.2		 A listed entity established outside Australia should ensure
that meetings of security holders are held at a reasonable
place and time.		 N/A N/A.
Recommendation
9.3		 A listed entity established outside Australia, and an
externally managed listed entity that has an AGM, should
ensure that its external auditor attends its AGM and is
available to answer questions from security holders
relevant to the audit.		 N/A N/A.

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