CORPORATE GOVERNANCE AND RESPONSIBILITY POLICY (As at 26 March 2019)
The Board of Directors of Bio-Gene Technology Limited (Board) is responsible for the corporate governance and responsibility policy of the Company and guides and monitors the business and affairs of the Company on behalf of its shareholders.
Bio-Gene is an innovative Australian agtech development company, addressing the global problems of insecticide resistance and toxicity with a novel platform technology, based on naturally occurring beta-triketones that offer new solutions for insect management and control in crop protection. grain storage, public health and consumer applications.
Bio-Gene’s principal focus is on the development of Flavocide™, our lead beta-triketone insecticide product, which is based on this class of chemistry identified in extracts of specific Australian native flora that have been shown to have excellent insecticidal activity. Flavocide is based on flavesone, a chemically synthesised version of this naturally occurring compound. Our early research indicates efficacy when used alone, or in combination with other existing insecticides, and expressing a novel mode of action with potential to overcome existing insecticide resistance. Qcide™ is another beta-triketone the Company is developing.
The Company’s objective is to achieve the registration of the active molecule within Flavocide (flavesone) by major regulatory bodies throughout the world including the Environment Protection Agency (EPA) in the USA and with the APVMA (Australian Pesticides & Veterinary Medicines Authority) in Australia. The Company aims to market products through partnerships with major market players across a range of different market segments. It aims to control its intellectual property and manufacturing and to obtain a return on invested capital through licensing fees, sales royalties and sales of manufactured product to its partners for re-sale.
In striving for this objective Bio-Gene acknowledges its role within society and believes its success will deliver long term positive benefits to all stakeholders. Bio-Gene’s corporate governance principles and code of conduct set the framework for how the company, management and employees are expected to conduct themselves: always ethically and responsibly.
The employees of Bio-Gene are critical for achieving business success. To ensure Bio-Gene remains a safe, healthy, and attractive workplace for its employees, Bio-Gene has established workplace policies and practices.
Policies assist to ensure employees have engaging and satisfying roles and receive periodic assessments and feedback on performance. Policies provide for ongoing training and career development, and are intended to ensure a balanced work and home life. Bio-Gene’s Statement of Values and Code of Conduct reflects the core values of the company and sets out standards of behaviour in matters including equal employment opportunity and best practice in recruitment.
Employees are rewarded for their performance, dedication, and contribution to the results of Bio-Gene. Employees are recruited into and retained in positions based on merit. A balance of skills, expertise and opinion, as well as diversity are viewed as important cultural elements within the collegiate team environment.
Employee equity participation schemes are used to provide the opportunity for all staff to share in the business success of the company and to assist in aligning the objectives of employees with those of shareholders.
Occupational health and safety is considered every employee’s responsibility, and a safe working culture is promoted and encouraged.
The very nature of Bio-Gene’s products affords the opportunity of changing lives for the better. Through innovative research and development, Bio-Gene is creating products for needs which are currently unmet.
All of Bio-Gene’s research activities strive to comply with strict regulatory and ethical approval processes.
Bio-Gene has established important business and scientific partnerships with leading global companies and international research organisations. These relationships offer critical analysis of research concepts from world experts in their field and provide the pathway for products to enter the market and change daily lives.
Bio-Gene’s research is conducted by third parties who are expected to ensure that all waste products (albeit relatively minor in volume) are disposed of strictly in accordance with relevant environment regulations.
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 Principles of Good Corporate Governance and Best Practice recommendations
On 31 March 2003 the ASX Corporate Governance Council (Council) released its guidelines in relation to corporate governance, entitled “Principles of Good Corporate Governance and Best Practice Recommendations”. This document articulated 10 core principles and 28 best practice recommendations that the Council believes underlie good corporate governance and included guidelines to assist companies in complying with the principles. On 2 August 2007 the ASX released its set of revised guidelines entitled “Corporate Governance Principles and Recommendations”. The revised guidelines applied for the first financial year commencing on or after 1 January 2008. These revised guidelines reduced the number of core principles to 8. On 30 June 2010 the ASX released a further set of revised guidelines entitled “Corporate Governance Principles and Recommendations”. These revised guidelines applied for the first financial year following 1 January 2011. On 27 March 2014 the ASX released an updated set of revised guidelines entitled “ASX Corporate Governance Principles and Recommendations 3rd edition”. These further revised guidelines apply from the first financial year following 1 July 2014. On 27 February 2019 the ASX released another updated set of revised guidelines entitled “ASX Corporate Governance Principles and Recommendations 4th edition”. These latest guideline apply from the first financial year commencing after 1 January 2020. Bio-Gene has elected to early adopt these guidelines.
The Board supports the core principles published by the Council. The current policies, procedures and practices of Bio-Gene Limited are designed to comply with the Council’s principles and are revised in line with the updated 4th edition of the guidelines.
Bio-Gene’s Corporate Governance Policy and Charters
Bio-Gene Limited has adopted the following Corporate Governance charters and policies, copies of which are attached:
- Board Charter (Recommendation 1.1)
- Diversity Policy (Recommendation 1.5)
- Remuneration & Nomination Committee Charter (Recommendation 2.1/8.1)
- Statement of Values (Recommendation 3.1)
- Code of Conduct (Recommendation 3.2)
- Whistleblower Policy (Recommendation 3.3)
- Anti-bribery and Corruption Policy (Recommendation 3.4)
- Audit & Risk Committee Charter (recommendation 4.1/7.1)
- Communication and Disclosure Policy (Recommendation 5.1)
- Securities Trading Policy (Listing Rule 12.9)
- Risk Management Policy
- Remuneration Policy
A copy of the Constitution is also provided.