Corporate Governance

Applyflow Limited (ASX:AFW)


The Board of Directors of Applyflow Ltd (“Company”) has adopted a 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. Board composition and size

    1. Directors are appointed by the Board and elected or re-elected by the shareholders. Non-executives Directors are engaged through a letter of appointment (or similar documentation, as approved by the Board).
    2. The Directors will determine the Board size and composition, subject to the limits set out in the Company’s Constitution.
    3. The Board will periodically review the mix of skills and diversity represented by Directors and determine whether that mix remains appropriate. 
  2. Independent Directors 
    1. Where practicable, a majority of the Board shall be independent Directors. 
    2. In assessing independence, the Board will have regard to the factors set out in the criteria for independence set out in Schedule 1.
    3. The independence of Directors will be assessed annually or as soon as practicable after there is a change in circumstances in respect of a Director which may affect their independence.
  3. Chairperson 
    1. Where practicable, the Board will elect one of the independent, non-executive Directors to the office of chairperson. 
    2. The chairperson should not exercise the role of the Chief Executive Officer of the Company. 
    3. The Board will develop a succession plan for the office of chairperson and will periodically review and update the plan. 
    4. The Board will, if practicable, identify an independent non-executive Director to act as an alternate chairperson if the chairperson is unable to perform their role for any reason.


Role and responsibilities of the Board

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 Applyflow companies.

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

  • To enhance shareholder value;
  • To approve the Company's statement of values and code of conduct to underpin a culture of acting lawfully, ethically and responsibly; 
  • To define the Company’s purpose and setting its strategic objectives; 
  • 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 implement an appropriate framework for relevant information to be reported by management to the Board, and whenever required, challenging management and holding it to account; 
  • 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 to the members of the Company 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.

Delegation of Authority

Delegation to Management

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.

The Chairperson’s role and responsibilities are to:

  • ensure the efficient organisation and conduct of the Board's functions; 
  • facilitate the effective contribution of all Directors; 
  • promote constructive and respectful relations between Board members and between the Board and management; 
  • be responsible for ensuring that the principles and processes of the Board are maintained; 
  • review the agenda for each meeting prepared by the Company Secretary or the Chief Executive Officer (any Director may request that an item be added to the agenda);  
  • report to the Board and committees of the Board as appropriate on decisions and actions taken between meetings of the Board; and 
  • chair annual, general and extraordinary meetings of the Company’s shareholders. 

The Chairperson has authority to act and speak for the Board between its meetings, including engaging with the Chief Executive Officer. 

The Company may use external suppliers to undertake appropriate checks on any potential Director or senior executive appointments. Under the Company’s Constitution, all Directors appointed throughout the year as an additional Director or to fill a casual vacancy, hold office until conclusion of the next Annual General Meeting (“AGM”).

All Directors, whether appointed throughout the year as an additional Director or to fill a casual vacancy or who are due for election under the ASX Listing Rules, are disclosed in the Notice of AGM, with all material information in its possession relevant to a decision on whether or not to elect or re-elect a Director.

On appointment, Directors are provided with a formal letter of appointment and executive management with written employment agreements incorporating job descriptions (where relevant). Directors may, with the consent of the Chairperson, seek independent professional advice at the expense of the Company on any matter connected with the discharge of their responsibilities. A copy of any advice so received will be made available to all Directors.

The Company Secretary is appointed by and is responsible to the Board through the Chair, on all matters to do with the proper functioning of the board. The roles and responsibilities of the Company Secretary are to: 

  1. advise the Board and its committees on governance matters; 
  2. monitor that Board and committee policies and procedures are followed; 
  3. coordinate the timely completion and dispatch of Board and committee papers; 
  4. ensure that business at Board and committee meetings is accurately captured in the minutes; 
  5. if requested by the board, facilitate the induction and professional development (if applicable) of Directors; and
  6. communicate with regulatory bodies and the Australian Securities Exchange and attend to all statutory and other filings.

The Company Secretary’s advice and services shall be available to all Directors and committees of the Board. 


1. Duties 

Each Director must have regard to their general law and statutory duties, which require, among other things, that each Director: 

  1. exercises due care and diligence; 
  2. exercises their power and discharges their duties in good faith in the best interests of the Company; 
  3. not improperly use his or her position or misuse information of the Company; and 
  4. commits the time necessary to discharge effectively his or her role as a Director. 

Directors commit to the collective, group decision-making processes of the Board. Directors will debate issues openly, constructively and respectfully, and will be free to question or challenge the opinions presented at meetings where their own judgement differs from that of other Directors. 

All Directors are expected to utilise their range of relevant skills, knowledge and experience for all matters discussed at Board meetings.

Directors will use all reasonable endeavours to attend Board meetings in person. Members unable to attend a meeting must advise the Chairperson and Company Secretary. 

2. Conflict of interest and conflict of duty 

If a Director has a material personal interest in a matter that relates to the affairs of the Company, or a situation has arisen where the Director's duty to the Company conflicts with a duty to another person, the Director must: 

  1. act in accordance with the Company's Constitution, any applicable policy of the Company and any applicable law; and 
  2. abstain from voting or taking part in any discussion concerning the matter or at a Directors’ meeting where that matter is being considered.

Where necessary, the Company Secretary will implement appropriate procedures designed to ensure that the interests of the Company are protected and the Director acts in accordance with his or her legal obligations. 


  1. Conduct of meetings 
    1. All Board meetings must be conducted in accordance with the Company's Constitution. 
    2. Any Director may convene a meeting of the Board by contacting the Chairperson or the Company Secretary. 
    3. The Company Secretary must distribute the agenda and any Board papers to the Directors prior to each Board meeting to enable them to read the papers and properly prepare for the Board meeting. 
    4. Any Director may request that an item be added to the agenda for a Board meeting. 
    5. The Board may request or invite management or external consultants to attend Board meetings, where necessary or desirable. 
    6. Non-executive Directors will periodically meet without executive Directors or executive management present. 
    7. Where deemed appropriate by the Board, meetings and subsequent approvals and recommendations may occur by written resolution or conference call or other electronic means of audio or audio-visual communication. 
  2. Minutes 
    1. The Company Secretary must prepare draft minutes of each Board meeting and promptly provide them to the Chief Executive Officer for review after each Board meeting.
    2. Once the draft minutes have been reviewed by the Chief Executive Officer and circulated to the Board, the draft minutes must be tabled at the next Board meeting for final review and approval. 



  1. The Board will establish committees (including ad hoc committees) to assist the Board in the exercise of its authority. 
  2. The committees will have access to sufficient resources to carry out their activities effectively. 
  3. Each committee will have their own charters setting out the membership, responsibilities and the authority delegated by the Board to the committee.
  4. Committees will maintain minutes of their meetings and the Chairperson of each committee will report back on committee meetings to the Board at the next full Board meeting. 
  5. The permanent committees of the Board are the [Audit and Risk Committee] and the [Remuneration and Nominations Committee]. 


New Directors will be provided with an induction programme to assist them in becoming familiar with the Company, its managers and its business following their appointment. Directors may, with the approval of the Chairperson, undertake appropriate professional development opportunities (at the expense of the Company) to maintain their skills and knowledge needed to perform their role. 


Directors may, with the consent of the Chairperson, seek independent professional advice at the expense of the Company on any matter connected with the discharge of their responsibilities. A copy of any advice so received will be made available to all Directors. 


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).


The Board will annually evaluate the performance of: 

  1. the Board;
  2. each Director;
  3. each Board Committee; and
  4. senior management.

Evaluations will be undertaken against a set criterion and where appropriate seek to identify areas where performance could be improved. Where the Board considers it appropriate, third party advisers may be engaged to provide assistance.

The Board will disclose in the Company's annual reporting documentation whether a performance evaluation has been undertaken during the relevant reporting period. 


The Board Charter will be reviewed periodically and updated as required to ensure it remains consistent with the Board's objectives and developments in current law and practice. The latest version of this Charter can be found on the Company’s website or obtained from the Company Secretary. 

Date of last review: 30 June 2021 (effective)



Section 2.2 of the Board Charter refers to the ‘independence’ of Directors. 

Without limiting the Board’s discretion, the Board has adopted the following guidelines to assist in considering the independence of Directors. 

The Board considers an independent Director to be a non-executive Director who is free of any interest, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect, his or her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company as a whole rather than in the interests of an individual shareholder or other party.

Examples of interests, positions and relationships that might raise issues about the independence of a Director of the Company include if the Director: 

  1. is, or has been, employed in an executive capacity by the Company or any of its subsidiaries and there has not been a period of at least three years between ceasing such employment and serving on the Board; 
  2. receives performance-based remuneration (including options or performance rights) from, or participates in an employee incentive scheme of, the entity; 
  3. is, or has been within the last three years, in a material business relationship (e.g. as a supplier, professional adviser, consultant or customer) with the Company or any its subsidiaries, or is an officer of, or otherwise associated with, someone with such a relationship; 
  4. is, represents, or is or has been within the last three years an officer or employee of, or professional adviser to, a substantial holder; 
  5. has close personal ties with any person who fall within any of the categories described at paragraphs (a) to (d) above; or 
  6. has been a Director of the Company for such a period that their independence from management and substantial holders may have been compromised.

Materiality thresholds 

The Board will consider thresholds of materiality for the purposes of determining ‘independence’ on a case by case basis, having regard to both quantitative and qualitative principles. Without limiting the Board’s discretion in this regard, the Board has adopted the following guidelines: 

  1. The Board will determine the appropriate base to apply (eg revenue, equity or expenses), in the context of each situation. 
  2. In general, the Board will consider a holding of 5% or more of the Company’s shares to be material. 
  3. In general, the Board will consider an affiliation with a business which accounts for less than 5% of the relevant base to be immaterial for the purposes of determining independence. However, where this threshold is exceeded, the materiality of the particular circumstance with respect to the independence of the particular Director should be reviewed by the Board. 
  4. Overriding the quantitative assessment is the qualitative assessment. Specifically, the Board will consider whether there are any factors or considerations which may mean that the Director’s interest, business or relationship could, or could be reasonably perceived to, materially interfere with the Director’s ability to act in the best interests of the Company. 


1. Constitution

1.1 The Remuneration & Nominations Committee (“the Committee”) shall be a committee of the Board of Applyflow 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 Chairperson from among the independent non-executive directors on the Committee who is not Chairperson of the Board.

3.4 The secretary of the Committee will be the Company Secretary.

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 Committee meetings will be prepared by the Secretary, approved by the Chairperson in draft and circulated to all members. The minutes of a Committee meeting will be approved at the next Committee meeting and signed by the Chair.

4.9 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 will be disclosed.

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 recommend to the Board the size and composition of the Board; 
  2. review, assess and recommend to the Board the desirable competencies of Board members in line with the Company's Board skills matrix, which sets out the skills and diversity that the Board currently has and seeks to achieve in its membership; 
  3. assist the Board to identify individuals who are qualified to become Board members by assessing: 
    1. the skills, experience, expertise and personal qualities that will best complement the effective operation of the Board; 
    2. the capability of the candidate to devote the necessary time and commitment to the role (this involves a consideration of matters such as other Board or executive appointments); and 
    3. potential conflicts of interest and independence.
      The identification of potential Director candidates may be assisted by use of external recruitment agencies. Offers of a Board appointment must only be made by the Chairperson after all Directors have been consulted, with any recommendations from the Committee having been circulated to all Directors; 
  4. review and provide recommendations to the Board concerning the election or re-election of persons as Directors; 
  5. assist the Board to assess Board performance, and the performance of Board committees, individual Directors and senior management (if required); 
  6. undertake appropriate checks, including as to the person’s character experience, education, criminal record and bankruptcy history before appointing a Director or senior executive;
  7. review and manage potential conflicts of interest and the independence of individual Directors, including maintaining records of any other material directorships held by each Director; 
  8. review and make recommendations in relation to any corporate governance issues, in respect to nominations and remuneration, as requested by the Board from time to time;
  9. review the time expected to be devoted by non-executive Directors to the Company's affairs; 
  10. develop and review an effective induction process; 
  11. develop and review an induction and professional development program to ensure Directors have the opportunity to develop and maintain the requisite skills and knowledge; and 
  12. if requested by the Board, ensure that the Board receives briefings on material developments in laws, regulations and accounting standards. 
  13. 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;
  14. 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;
  15. Review the effectiveness of the remuneration, recruitment, retention and termination policies and procedures for senior executives and for employees of the Company generally;
  16. 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;
  17. 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;
  18. 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;
  19. 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;
  20. 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 without rewarding conduct that is contrary to the Company’s values or risk appetite;
    3. ensures no individual director or senior executive should be involved in deciding his or her own remuneration;
    4. considers the implications for its reputation and standing in the community if it is seen to pay excessive remuneration to directors and senior executives;
    5. considers its commercial interest in controlling expenses; and
    6. demonstrates a clear relationship between senior executives’ performance and remuneration.
  21. Review and recommend to the Board, the terms of the Company’s superannuation schemes, as may be applicable;
  22. Review and recommend to the Board, the terms of the Company’s superannuation schemes, as may be applicable;
  23. 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;
  24. 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;
  25. 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.
  26. Prepare a Remuneration Report of the Board for disclosure to shareholders through the Annual Report.
  27. Consider and review such other matters as may be referred by the Board.
  28. 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).
  29. Review and facilitate shareholder and other stakeholder engagement in relation to the Company’s remuneration policies and practices.
  30. 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.

9. Review of the Charter

9.1 The Remuneration and Nomination Committee Charter will be reviewed periodically and updated as required to ensure it remains consistent with the Committee’s objectives and developments in current law and practice. The latest version of this Charter can be found on the Company’s website or obtained from the Company Secretary. 

Date of last review: 30 June 2021 (effective)


A. Objectives and Key Accountabilities

  1. The Audit and Risk Committee (Committee) is a committee of the Board of Directors of Applyflow Limited (Company), established in accordance with clause 8.3 of the Company’s Constitution.
  2. 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.
  3. 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.
  4. The Committee is responsible for recommending to the Board the appointment, compensation and retention of the External Auditor.
  5. 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.
  6. 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 3 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. The Board may appoint additional non-executive Directors to the Committee or remove and replace members of the Committee by resolution. Members may withdraw from membership by written notification to the Board. 
  3. Each member of the Committee shall, in the judgment of the Board, have the ability to understand financial statements.
  4. 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.
  5. The Board appoints the members of the Committee and its Chairperson. The Chairperson of the Committee will be an independent non-executive Director and shall not also be the Chairperson of the Board. In the absence of the Committee Chairperson, one of the Committee Members (either nominated by the Committee Chairperson or elected by the Committee) will act as the Committee Chairperson for that meeting.
  6. Members of the Committee must have an understanding of the industries in which the Company operates.
  7. 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. At each meeting, each member shall have one vote. The Chairperson will not have a second or casting vote.
  6. The Committee shall cause to be kept adequate minutes of all its proceedings and the minutes of a Committee meeting will be approved at the next Committee meeting and signed by the Chairperson.
  7. The Chairperson of the Committee will 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. 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.
  8. The Committee shall meet with Internal and or External Auditors in the absence of management, as it considers appropriate.
  9. The Board will disclose in the Company’s Annual Report the number of times the committee met throughout the relevant reporting period and the individual attendances of the members of the Committee at the meetings held throughout the period.

D. Authority and Access

  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. Roles and Responsibilities of the Committee

Risk management and compliance

In the area of risk management and compliance, the key responsibilities of the Committee are to: 

  1. monitor management’s performance against the Company’s risk management framework, including whether it is operating within the risk appetite set by the Board; 
  2. make recommendations to the Board in relation to changes that should be made to the Company’s risk management framework or to the risk appetite set by the Board; 
  3. review and evaluate and monitor, by receiving reports from management, the adequacy and effectiveness of: 
    1. the management reporting and control systems used to monitor adherence to policies and guidelines and the Company’s delegated authority framework and limits; 
    2. the Company's financial and operational risk management control systems by reviewing risk registers and reports from management and the external auditor; 
    3. the structure and adequacy of the Company's own insurances on an annual basis; 
    4. internal audit or controls and systems to identify and manage business risks; and 
    5. processes to identify and manage any material exposure to economic, environmental and social sustainability risks; 
  4. arrange for management to report to the Board on whether the Company's material business risks (including any sustainability risks, butexcluding those risks which are included as responsibilities in the Charters of other Board Committees) are being managed effectively;
  5. evaluate, by receiving reports from management, the Company's exposure to fraud and oversee investigations of allegations of material or systemic fraud or malfeasance; 
  6. review and evaluate, by receiving reports from management, the procedures the Company has in place to ensure compliance with laws and regulations (particularly those which have a major potential impact on the Company in areas such as trade practices, and the environment) and the Company's own codes of conduct (but excluding those which are included as responsibilities in the Charters of other Board Committees); 
  7. review the procedures in place to ensure compliance with insider trading laws, continuous disclosure requirements and other best practice corporate governance processes (including requirements under the ASX Listing Rules, Corporations Act 2001 (Cth) and AASB requirements); 
  8. oversee the Company’s insurance program, having regard to the Company’s business and the insurable risks associated with its business; 
  9. ensure management establishes procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls and auditing matters, and procedures for the confidential, anonymous submission of concerns by employees regarding accounting and auditing matters; 
  10. review management processes supporting external reporting, and any complaints or concerns raised internally regarding business conduct matters, financial or accounting processes and practices; 
  11. review the Company's policies and culture with respect to the establishment and observance of appropriate ethical standards; 
  12. review and discuss with management and the external auditor the overall adequacy and effectiveness of the Company's legal, regulatory and ethical compliance programs; and 
  13. receive reports, at least every two years, on an external review of the Company's risk management program undertaken by a suitably qualified consulting organisation, together with management's responses to that review. 

F. Financial and corporate reporting

In the area of financial and corporate reporting, the responsibilities of the Committee are to: 

  1. oversee the Company's financial and corporate reporting and disclosure processes and internal control framework; 
  2. assist the Board in determining the reliability and integrity of accounting policies and financial reporting and disclosure practices to ensure that financial statement reflect a true and fair view of the financial position and performance of the Company; 
  3. approve the Company's accounting policies and principles that are required to be reported in the notes to the financial statements (Policies) and changes to the Policies, review and assess the appropriateness of those Policies, including conformance with relevant accounting and reporting standards and, where appropriate (without limiting the Committee's powers to approve accounting policies and settle interpretation of accounting policies and standards), referring material changes to the Board;
  4. review the process implemented to support the certifications to be provided by the Chief Executive Officer and the Chief Financial Officer in respect of the Company’s financial reports and the related certifications in respect of risk management and internal control, and ensure appropriate disclosure of such processes (where required) in materials released on ASX; 
  5. review all financial statements and reports which are required to be published and/or signed by Directors prior to approval by the Board. The review of financial statements and reports should include a discussion with the external auditor of accounting issues, accounting policies adopted and the proposed audit (or review) report. Subject always to ultimate Board approval of the published financial statements, the Committee has authority to approve accounting issues raised, review and interpret accounting policies adopted and the proposed audit (or review) report; 
  6. review the Annual Report, Directors' Report (excluding the Remuneration Report) and any other report of management which is required by law to accompany any published financial statements (to the extent that such a report discusses the financial position or performance) before approval by the Board, including assessing whether the Company's external reporting is consistent with the Committee members' information and knowledge, and is adequate for shareholder needs; 
  7. review any statements or commentary to be released to ASX to accompany the half year or annual financial statements;
  8. if requested by the Board, review any statements or commentary to be released to ASX as part of the quarterly reporting (if any); 
  9. ensure that procedures are in place which are designed to verify the existence and effectiveness of accounting and financial systems and other systems of internal control which relate to financial risk management; and 
  10. review and monitor related party transactions and assess their propriety.

G. Audit

In the area of audit, the responsibilities of the Committee are to: 

  1. make recommendations to the Board on the appointment, reappointment or replacement of the head of internal audit (if any); 
  2. review and oversee the scope and adequacy of the internal audit work plan; 
  3. review and monitor the independence, objectivity and performance of the internal audit function; 
  4. make recommendations to the Board on the appointment, reappointment or replacement of the external auditor; 


  1. review and agree with the external auditor the terms of engagement for the external auditor, including fees; 
  2. oversee arrangements relating to the rotation of the audit engagement partner;  
  3. establish the scope of the audit for Board approval; 
  4. monitor the effectiveness of the external audit, placing emphasis on areas where the Committee or the external auditor believes special attention is necessary; 
  5. review the performance and effectiveness of the external auditor after the completion of each end-of-year audit. In evaluating the external auditor, the Committee will consider: 
    1. the comprehensiveness of the external audit plan;  
    2. the timeliness and quality of communications promised under the plan and those delivered during the audit;  the independence of the external auditor; 
    3. the competency and industry knowledge of the external audit staff; and  
    4. the adequacy and availability of resources to achieve the scope of work outlined in the external audit plan;  
  6. develop and oversee the implementation of the Company's policy on the engagement of the external auditor to supply non-audit services and ensure compliance with that policy; and 
  7. provide advice and an Annual Report to the Board as to whether the Committee is satisfied that the provision of non-audit services is compatible with the general standard of independence, and an explanation of why those non-audit services do not compromise audit independence, in order for the Board to be in a position to make the statements required by the Corporations Act 2001 (Cth) to be included in the Company's Annual Report. 

H. 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.

I. Committee Performance

  1. The Board will:
    1. review the membership of the Committee at least annually to ensure an appropriate balance of expertise, skills and experience; and 
    2. make an evaluation of the performance of the Committee at least once every two years to determine whether it is functioning effectively by reference to current best practice.





1. Introduction

Applyflow Ltd (“Company”) is committed to complying with insider trading laws and establishing a best practice procedure for dealing in securities. This document sets out the Company's policy on dealing by Directors and employees in Company Securities and securities of other entities. This document sets out the policy of the Company concerning dealings in Company 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 until 10:00am on the next trading day following the release of each of the Company’s annual and half yearly accounts to the ASX;
    2. one week prior until 10:00am on the next trading day following the release of the Company’s quarterly reports;
    3. within 24 hours after the release of market sensitive information under ASX Listing Rule 3.1; and
    4. 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.

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 is information that:

    1. is not generally available; and
    2. if it were generally available, a reasonable person would expect that it would — or would be likely to — influence investors in deciding whether to buy or sell particular securities.

Trading includes purchasing or selling Company Securities 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 which relate to trading in Company Securities 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

If you have any Inside Information about the Company (or another relevant entity, such as a company with which the Company is considering a transaction) which is not publicly known, it is a criminal offence for you to:

    1. trade in Company Securities (or securities of the other relevant entity);
    2. advise or procure another person to trade in Company Securities (or securities of the other relevant entity); or
    3. pass on Inside Information to someone else (including colleagues, family or friends) knowing (or where you should have reasonably known) that the other person will, or is likely to, use that information to trade in, or procure someone else to trade in, Company Securities (or securities of the other relevant entity).

This offence, called “insider trading”, can subject you to criminal liability including large fines and/or imprisonment and civil liability, which may include being sued by another party of the Company for any loss suffered as a result of illegal trading.

Inside Information can include rumors, matters of supposition, intentions of a person (including the Company) and information which is insufficiently definite to warrant disclosure to the public. The following list is illustrative only:

    1. the financial performance of the Company against its budget;
    2. a possible acquisition or sale of any assets by the Company;
    3. a possible change in the Company's capital structure;
    4. market sensitive information such as a material upgrade or downgrade in forecast earnings;
    5. a material trading update;
    6. a proposed dividend;
    7. senior management changes;
    8. development of a new business line or product offering; or
    9. any possible claim against the Company or other unexpected liability.

3.3 Insider trading is prohibited at all times.

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.

The prohibition on insider trading applies not only to information concerning Company Securities. If a person has inside information in relation to securities of another company, that person must not deal in those securities.

3.4 Closed Periods

In addition to the prohibition in section 3.3 above, subject to sections 3.5 and 3.6 below, Directors, Executives and employees must not trade in Company Securities during a Closed Period.

3.5 Trading in a Closed Period

Subject to sections 3.3 and 3.6, 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

(each, an “Approving Officer”).

An Approving Officer will only provide prior written approval in exceptional circumstances, such as severe financial hardship, compulsion by a court order or any other circumstances that is deemed to be exceptional, subject to the other provisions of this policy.

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.

An Approving Officer will not grant prior written approval to trade if they are aware that the Company is likely in the short term to:

    1. release a periodic financial report or other financial data that might come as a surprise to the market; or
    2. make an announcement of market sensitive information under its continuous disclosure requirements.

A decision to grant prior written approval to trade may be given or refused by an Approving Officer without giving reasons. Once given, prior written approval to trade can also be withdrawn if new circumstances come to light.

If an Approving Officer refuses to grant prior written approval to trade:

    1. the decision is final and binding on the person seeking the approval; and
    2. the person seeking the approval must keep that information confidential.

If prior written approval is obtained, the trading must occur in accordance with the terms of the written approval.

The Approving Officer may seek appropriate legal advice to discharge its responsibilities under this policy, and the cost of such advice shall be borne by the Company.

Any prior written approval to trade granted under this policy is not an endorsement of the proposed trade. Directors, Executives and employees are individually responsible for their investment decisions and their compliance with insider trading laws.

3.6 Exceptions for certain trading during Closed Periods

The Closed Periods do not restrict Directors, Executives and employees from:

    1. transferring Company Securities their superannuation fund, in respect of which prior clearance has been obtained in accordance with section 3.5.;
    2. disposing Company Securities from the acceptance of a takeover offer, scheme of arrangement or equal access buy-back;
    3. disposing of rights acquired under a pro rata issue;
    4. acquiring Company Securities under a pro rata issue;
    5. acquiring Company Securities under a security purchase plan or dividend purchase plan where the they did not commence or amend their participation in the plan during a Closed Period;
    6. acquiring Company Securities under an employee incentive scheme (however, the additional restrictions in this policy apply to any subsequent trade of any Company Securities issued); and
    7. the exercise of convertible securities issued under an employee incentive scheme, or similar arrangement where the convertible securities were issued as part of remuneration.

Directors, Executives and Employees are reminded that they must still comply with insider trading laws even where they would otherwise be permitted by this section 3.6 to trade in Company Securities.

3.7 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.

3.8 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.

3.9 Equity Remuneration Schemes

Directors, Executives and Employees are prohibited from entering into any arrangement that would have the effect of limiting their exposure to risk relating to an element of their remuneration that either has not vested or has vested but remains subject to a holding lock.

4. Breaches of this policy

Strict compliance with this policy is a condition of employment. The Company will investigate any suspected breaches of this policy. Breaches of this policy will be subject to disciplinary action, which may include termination of employment.

5. Further Information

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.

6. Review of policy

The policy will be reviewed regularly periodically and updated as required to ensure it remains consistent with current law and practice. The latest version of this policy can be found on the Company’s website or obtained from the Company Secretary.

Date of last review: 30 June 2021 (effective)

5. Code of Business Conduct


Applyflow Limited (Company) and its entities (collectively, Group) is committed to carrying out its business ethically and responsibly, acting only in ways that reflect well on the Company and in strict compliance with all laws and regulations.

The purpose of this Code of Conduct (Code) is to

  1. articulate the standards of behaviour expected of the Company’s directors, senior executives and employees; 
  2. ensure the highest ethical standards are maintained within the Company;
  3. ensure the reasonable expectations of the Company's stakeholders are met; and 
  4. identify the actions that should be taken where a breach occurs. 

The Code has been approved by the Board of the Company.  


The Group’s values are as follows:

  1. Changing the game – don’t just reboot, reinvent. We’re waving goodbye to the old way by changing the whole game.
  2. Working smarter, not harder – there’s nothing wrong with a shortcut. We work smart so you don’t have to break a sweat.
  3. Commitment to community – from agencies to applicants, we’re here to make recruitment better for everyone.
  4. Evolving the industry – technology never stops evolving, so why should we? We’re always on the hunt for progress.


The Code applies to:

  1. employees, directors and other officers of the Group; and 
  2. to all others who work for, act on behalf of, or represent the Group, including contractors and consultants, 

(together, Personnel).



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.


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.


All Personnel 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.


This Code should be read in conjunction with all relevant Company policies, which include (but are not limited to) our policies that deal with diversity, continuous disclosure and trading in the Company’s shares.

Copies of these policies are available on the Company’s website at


Personnel are expected to maintain the highest level of professional conduct in their interactions with each other and in representing the Company. 

Personnel must ensure they: 

  1. act in accordance with the Company’ stated values and in the best interests of the Company; 
  2. perform their duties with care and diligence; 
  3. act with honesty and integrity; 
  4. comply with all of the Company's policies, procedures and practices as varied from time to time; 
  5. disclose and deal appropriately with any conflicts between their personal interests and their duties as a director, senior executive or employee;
  6. treat fellow staff members, shareholders, customers, suppliers and the community in which the Company operates with respect and not engage in bullying, harassment or discrimination;
  7. do not take advantage of the property or information of the Company or its customers for personal gain or to cause detriment to the Company or its customers; 
  8. do not enter into any arrangement or participate in any activity that would conflict with the Company's best interests or that would be likely to negatively affect the Company's reputation; 
  9. do not knowingly participate in any illegal or unethical activity; and 
  10. report breaches of the Code to the appropriate person or body within the Company. 


Personnel must respect observe all laws and regulations that apply to the Company and its operations. This requirement means Personnel should understand the laws and regulations relevant to them, as an ordinary person, in relation to their specific job and the country in which they are working. This includes work health and safety laws, environmental laws, equal opportunity and discrimination laws, privacy laws and, depending on the employee, may include corporate, taxation, financial reporting, and employment laws and regulations. Personnel must also be familiar with the Company's internal policies in relation to such matters.

Personnel are expected to comply not only with their legal obligations but also to act ethically and responsibly in their interactions with each other and in representing the Company.

The Company reserves the right to inform the appropriate authorities where it is considered that there has been criminal activity or a breach of the law.


The Company expects all Personnel to maintain the highest standard of ethical behaviour in conducting business and to behave with integrity in dealings with customers, shareholders, government, employees, suppliers and the community.

When dealing with others, Personnel must:

  1. perform their duties in a professional manner;
  2. act with the utmost integrity and objectivity; and
  3. strive at all times to enhance the Company’s reputation and performance.


Personnel are expected to avoid placing themselves in positions where their private interests conflict directly or indirectly with their obligations to the Company. A conflict of interest can arise where there is a personal, family or associated commercial interest which may interfere, or appear to interfere with the interests of the Company or Group as a whole and influence the individual in the effective and objective performance of their duties and responsibilities because of divided loyalties. Examples include:

  1. being involved in or having a significant ownership or personal financial interest in other enterprises where a conflict may arise with the member of staff’s obligations to the Company;
  2. participating in activities or discussions where there may be a conflict with their duties and responsibilities to the Company;
  3. soliciting or receiving benefits such as cash, gifts or entertainment in connection with, or as a reward for, any service or business of the Company, where the benefits, because of the frequency of the offers, the cost and circumstances and timing in which they are offered, creates, or could be interpreted as creating, an obligation that affects the individual’s objectivity in making a business decision;
  4. taking advantage of property, information or other opportunities arising from your position in the Company;
  5. conflicts of interest arising from a family, business or personal relationship; or
  6. conflicts arising from activities outside employment (such as involvement in community activities and professional organisations).

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.

Any conflict of interest or potential conflict of interest should be reported to the individual’s senior officer/manager and, in the case of Directors, to the Board. The Board will procure the maintenance of a register recording the conflicts of interest or potential conflicts of interest which may arise. 


Personnel must not disclose or use in any manner confidential information about the Company, its customers or its affairs, that they acquire during employment with the Company, unless the information is already legitimately public knowledge. This obligation continues to apply to Personnel after they leave the Company.

Confidential information includes, but is not limited to trade secrets, lists of customers, employee (personal) details, details of marketing programs, technical and systems information (including algorithms), information about suppliers, computer systems and business strategies.


All inventions, discoveries, computer software processes algorithms and improvements made by Personnel during his or her employment with the Company, remain the property of the Company.

This means the Company will hold all proprietary rights to intellectual property and trade secrets. This includes all ownership rights, copyright, exclusive rights to develop, make, use, sell, licence or benefit from any inventions, discoveries, processes and improvements made during an individual's employment with the Company.


Personnel must use the Company's resources (including computer facilities, information systems and electronic resources such as Internet and email) and premises appropriately, responsibly and in the best interests of the Company. 

Personnel must take all necessary steps to ensure that: 

  1. the Company's resources and assets, including funds, equipment and information, are protected; and 
  2. the Company's resources and assets, including funds, equipment and information, are used only for the purpose for which they were intended to be used and are used in accordance the Company policies and procedures. 


The Company is committed to upholding fair and ethical securities trading practices complying with all laws and avoid any conflicts of interest. Personnel must familiarise themselves with the Company’s Trading Policy. 


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 Personnel participating in corrupt conduct.

Personnel must not pay or receive any bribes, facilitation payments, inducements or commissions, or give or receive any unreasonable gifts or otherwise act in an unethical way. Any small gifts should be declared and a register kept. 


The Company is committed to maintaining a healthy and safe working environment for its employees. All appropriate laws and internal regulations (including occupational health and safety laws) should be fully complied with. Personnel must familiarise themselves with the Company's occupational health and safety policies and all relevant procedures and must follow any lawful and reasonable instructions consistent with those policies and procedures.

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.

Personnel should always take care to:

  1. Take responsibility for ensuring that our operations meet applicable legal standards;
  2. Engage with our stakeholders and take their views into account in our decision‐making;
  3. Handle, transport and arrange for the disposal of materials in a safe, environmentally and socially responsible manner;
  4. Stop any work that may contribute to a significant environmental or community incident;
  5. 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;
  6. 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.

Personnel should take care not to:

  1. Ignore a potential or actual environmental incident or assume someone else will report it;
  2. 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.


Personnel must not be impaired by alcohol or legal or illegal drugs while at work or when performing their duties and they must respect all restrictions applying to cigarette smoking. Misusing controlled substances or alcohol or selling, manufacturing, distributing, possessing, using or being under the influence of illegal drugs on the job will not be tolerated.


The Company's commitment to diversity and equal employment opportunity means that it is committed to providing a workplace free of all forms of unlawful discrimination and harassment. 

The Company considers discrimination, harassment and bullying to be serious workplace issues. The Company will promptly investigate all allegations of harassment, bullying, victimisation or discrimination and will take appropriate corrective action. Retaliation against individuals for raising claims of harassment or discrimination will not be tolerated. 


Media statements and official announcements may only be made by persons authorised to do so. 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.

Personnel must refer to the appropriate person, any requests for information of which they are not authorised to respond to. The Board will procure the maintenance of a register recording the media requests and inquiries. 

The Company has adopted a Continuous Disclosure Policy to ensure compliance with its disclosure and communication obligations under the Corporations Act 2001 (Cth) and the ASX Listing Rules. The aim of the Continuous Disclosure policy is to keep the market fully informed of information that may have a material effect on the price or value of the Company's securities, and to correct any material mistake or misinformation in the market. 

Personnel must act in accordance with the requirements of the Continuous Disclosure Policy. 


The Company is committed to recognising and respecting the privacy of its customers and Personnel. The Company is also aware of its obligations under applicable privacy legislation governing the handling of personal information. 

Personnel must respect and maintain the privacy of personal information held by the Company regarding its clients, customers, employees and others. This extends to any information or opinion, whether true or not, and whether recorded in a human readable form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from that information or opinion. Personnel should familiarise themselves with and comply with the privacy laws of Australia and the Company’s privacy policies which detail the appropriate use of personal information.


The Company is a responsible corporate citizen and actively supports the communities in which we live and work. The Company is committed to doing business in an environmentally responsible manner and to identifying environmental risks that may arise out of its operations. Personnel are expected to uphold the Company's commitment to pursue good corporate citizenship while engaging in its corporate activity. 


21.1 Reporting channels 

Personnel are encouraged to report to their senior officer/manager any genuine behaviour or situation which they consider breaches or potentially breaches this Code, the Company’s policies or the law. If Personnel know of, or have good reason to suspect, an unlawful or unethical situation or consider that they are a victim of unacceptable behaviour, they must immediately report the matter to their senior officer/manager. 

The Board or a committee of the Board should be informed of any material breaches of the entity’s Code, as they may be indicative of issues with the culture of the organisation. 

21.2 Whistleblower protection 

It is a breach of the Code for any Personnel to cause disadvantage to or discriminate against any person who makes a report under the Code. The Company has adopted a Whistleblower Policy to ensure that the Company complies with its obligations under relevant whistleblower legislation.

21.3 Consequences for breaching the Code

The Company recognises that breaches of the Code may occur from time to time. However, it should be clearly understood that the Company takes its commitment to the Code seriously and any breach may result in disciplinary action or other penalties including dismissal or termination of the contract or engagement. In determining an appropriate sanction, the Company will act objectively and in accordance with any applicable provisions or requirements in an employment contract.

Employees in supervisory and managerial roles must not approve or allow conduct which is in breach of this Code. In these circumstances, disciplinary action may also be taken against the supervisor or manager. 


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


The policy will be reviewed regularly periodically and updated as required to ensure it remains consistent with current law and practice. The latest version of this policy can be found on the Company’s website or obtained from the Company Secretary.

Date of last review: 30 June 2021 (effective)


Applyflow Ltd (“Company”) values diversity and recognizes the organisational strength, problem solving ability and innovative approach that it brings. This policy has been developed to align with, and is underpinned by the Company’s values, which are set out in the Company’s Code of Conduct. 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.


This policy provides a framework for new and existing diversity related initiatives and polices within our business. The strategies outlined below aim to achieve the objectives of this policy by:

  1. setting and reviewing measurable objectives relating to diversity and assessing the Company’s progress in achieving these objectives on an annual basis;
  2. ensuring that recruitment and selection practices at all levels are appropriately structure so that a diverse range of candidates are considered; 
  3. designing and implementing programs and processes that will assist in the development of a broader and more diverse pool of skilled and experienced employees and that, over time, will prepare them for senior management and board positions;
  4. adopting flexible work practices that will assist team members to meeting changing domestic responsibilities throughout their careers; 
  5. providing opportunities for employees on extended parental leave to maintain their connection with the Company, by offering them an option (without any obligation) to receive all-staff communications and to attend work functions and training programs; and
  6. embedding the extent to which the Board has achieved the objectives of this policy in the evaluation criteria for the annual Board performance review.


1. Measurable objectives 

Each year, the Board will endeavour to set measurable objectives for achieving positive diversity outcomes in the composition of its Board, senior management and workforce generally. The Board will set measurable objectives that include appropriate and meaningful benchmarks that are able to be monitored and measured, such as: 

  1. setting specific numerical targets for diversity in the composition of the board, senior executive roles and the workforce generally within a specified timeframe;
  2. setting specific numerical targets for diversity in key operational roles within a specified timeframe; or 
  3. if applicable, achieving specific targets for Gender Equality Indicators as defined in the Workplace Gender Equality Act 2012 (Cth).

The measurable objective for achieving gender diversity in the composition of its board will be not less than 30% of its directors of each gender.

Diversity will incorporate a number of factors, including but not limited to age, gender, ethnicity, cultural background, religious beliefs, disability, gender identity, marital or family status, socio-economic background and sexual orientation. 

2. Annual review 

Performance against these objectives will be reviewed annually by the Board (or its delegated Committee) as part of its annual review of the effectiveness of this policy. 

The Board will consider the extent to which the achievement of these measurable objectives should be tied to key performance indicators for the Board, the CEO and other senior executives. 

3. Disclosure in annual report 

The Company will disclose in the Company’s annual report each year: 

  1. the measurable objectives for achieving diversity set by the Board in accordance with this policy and its progress towards achieving them; and 
  2. the respective proportions of men and women on the Board, in senior executive roles and across the Company (including how the Company has defined “senior executive” for these purposes) or, if applicable, the Company’s most recent Gender Equality Indicators as defined in the Workplace Gender Equality Act 2012 (Cth).

If the Company undertakes a gender pay equity audit (which must be approved by the Board), the Board will consider the results of any such audit and any disclosure related issues.


1. Recruitment, selection and promotion 

The Company will ensure that recruitment, selection and promotion processes at all the levels in the Company, including at the Board level, are designed so that a diverse range of candidates are considered. The Company will ensure that: 

  1. recruitment and selection is based on merit;
  2. the Company complies at all times with equal opportunity and anti-discrimination requirements;
  3. the Company encourages management involved in recruitment to consider workplace diversity when making selection decisions;
  4. the Company make its recruitment process accessible to a diverse range of candidates by advertising positions broadly and by using professional recruitment agencies where required; and 
  5. the Company considers programs and initiatives that assist in the development of a broader pool of skilled and experienced employees which, over time, will prepare them for senior executive and Board positions. 

2. Succession planning 

The Board (or its delegated Committee) will be responsible for the development and succession planning process for the CEO and other senior executive roles. In discharging this responsibility, the Board (or its delegated Committee) will have regard to diversity criteria. 

3. Board appointment process 

The Board (or its delegated Committee) will ensure selection and appointment of new directors is transparent and considers all facets of diversity to avoid “groupthink” or other cognitive biases in decision making. The Board (or its delegated Committee) will have regard to the following when appointing new directors:

  1. whether the skills, expertise and background of the candidate add to and complement the range of skills, expertise and background of the existing Directors;
  2. diversity; and 
  3. the extent to which the candidate would fill a present need on the Board. 


The policy will be reviewed regularly periodically and updated as required to ensure it remains consistent with current law and practice. The latest version of this policy can be found on the Company’s website or obtained from the Company Secretary.

Date of last review: 30 June 2021 (effective)




Applyflow Ltd (“Company”) is committed to complying with the continuous disclosure obligations under the Corporations Act 2001 (Cth) (“Corporations Act”) and the ASX Listing Rules and ensuring that the market is provided with timely, complete and accurate information about concerning the Company, including its financial position, performance, ownership and governance.  

The purpose of this policy is to:  

  1. ensure that the Company's Personnel are aware of its obligations to disclose information in accordance with the continuous disclosure requirements of the ASX Listing Rules; 
  2. set out the procedures for identifying and assessing information for disclosure to the ASX in accordance with the Company's continuous disclosure obligations;
  3. set out the procedures designed to ensure the Company complies with its continuous disclosure obligations; and 
  4. set out the requirements for protecting confidential information of the Company from unauthorised disclosure. 

This policy is also intended to provide for a process to assist in the production of accurate, balanced and clearly and objectively expressed market announcements which allow investors to appropriately assess the impact of the information when making investment decisions. 


This policy applies to: 

  1. all Directors and officers of the Group; 
  2. all employees of the Group, whether full time, part time or casual; and
  3. all contractors and consultants working for the Group, 

(each Personnel). 


3.1 Continuous disclosure obligation 

The Company is listed on ASX and must comply with the continuous disclosure obligations in the ASX Listing Rules. These obligations have the force of law under the Corporations Act.

In accordance with ASX Listing Rule 3.1, the Company must immediately notify ASX if it becomes aware of any information concerning the Company that a reasonable person would expect to have a material effect on the price or value of the Company's securities, unless an exception under the ASX Listing Rule applies.

3.2 When is information market sensitive? 

Information is market sensitive if the information would, or would be likely to, influence persons who commonly invest in securities in deciding whether or not to buy or sell the Company's securities.

This is an objective test. As a guide, ASX suggests that when determining whether information is market sensitive, it might be helpful to ask the following two questions: 

  1. "Would this information influence my decision to buy or sell the Company's securities at their current market price?" 
  2. "Would I feel exposed to an action for insider trading if I were to buy or sell the Company's securities at their current market price, knowing this information had not been disclosed to the market?" 

Whether or not the Company is aware of information that is market sensitive is to be determined in accordance with this policy. 

3.3 Examples of market sensitive information 

Some examples of information which may require disclosure includes: 

  1. a transaction that will lead to a significant change in the nature and scale of the Company's activities; 
  2. a material acquisition or disposal; 
  3. the entry into, variation or termination of a material agreement; 
  4. becoming a plaintiff or defendant in a material lawsuit; 
  5. the fact that the Company's earnings will be materially different from market expectations; 
  6. the occurrence of an event of default under, or other event entitling a financier to terminate, a material financing facility; 
  7. under subscriptions or over subscriptions to an issue of securities; 
  8. giving or receiving a notice of intention to make a takeover; and 
  9. any rating applied by a rating agency to the Company or its securities and any change to such a rating. 

Whether disclosure of these matters is required will need to be assessed having regard to the circumstances prevailing at the time.

3.4 When is disclosure of market sensitive information required? 

If information is market sensitive, and the exception from immediate disclosure does not apply (see section 3.5 below), then the information must be immediately disclosed to ASX.

ASX interprets "immediately" to mean "promptly and without delay". Although the length of time required to notify will depend on the circumstances, the information must be disclosed to the ASX as quickly as possible in the circumstances and must not be deferred or postponed to a later time. 

The Company must not release market sensitive information to any person until it has given the information to the ASX and has received acknowledgment that the ASX has released the information to the market.  

3.5 Exceptions to continuous disclosure obligation 

The exceptions under Listing Rule 3.1A provide that disclosure under Listing Rule 3.1 is not required where all of the following three conditions are satisfied:

  1. one or more of the following applies: 
    1. it would be a breach of a law to disclose the information; 
    2. the information concerns an incomplete proposal or negotiation; 
    3. the information comprises matters of supposition or is insufficiently definite to warrant disclosure; 
    4. the information is generated for internal management purposes of the Company; or 
    5. the information is a trade secret; AND 
  2. the information is confidential and ASX has not formed the view that the information has ceased to be confidential; AND 
  3. a reasonable person would not expect the information to be disclosed. 

All three elements set out above must be satisfied before the exception to the continuous disclosure obligation applies. Should any of these elements no longer be satisfied, the Company must immediately disclose the information to the ASX in accordance with this policy. 

3.6 Confidentiality

If the Company is relying on an exception to ASX Listing Rule 3.1 or is involved in a development that may eventually require reliance on an exception, appropriate confidentiality procedures must be observed. A leak of confidential information will immediately deny the Company the benefit of the exception. Information about a matter involving the Company may cease to be confidential if there is: 

  1. a reasonably specific and accurate media or analyst report about the matter; 
  2. a reasonably specific and accurate rumour known to be circulating in the market about the matter; or 
  3. a sudden and significant movement in the market price or traded volumes of the Company's securities that cannot be explained by other events or circumstances. 

3.7 False market obligation 

In accordance with ASX Listing Rule 3.1B, if ASX considers that there is or is likely to be a false market in the Company's securities and asks the Company to give ASX information to correct or prevent a false market, the Company must give ASX the information needed to correct or prevent the false market (ASX Listing Rule 3.1B). This obligation to give information to ASX arises even if the exception outlined in section ‎3.5 applies. 


A contravention by the Company of its continuous disclosure obligations or a failure by Personnel to comply with this policy may: 

  1. result in ASX suspending trading of the Company’s securities; 
  2. result in civil or criminal liability for the Company and its officers under the Corporations Act; 
  3. result in unfavourable publicity for the Company; 
  4. damage the Company's reputation in the investment community; and/or 
  5. undermine confidence in the market for the Company's securities. 


5.1 Disclosure Officers 

The Board has appointed the Chief Executive Officer as the disclosure officer (Disclosure Officers).

The Disclosure Officers are responsible for administering this policy and, in particular: 

  1. overseeing and coordinating all communication with ASX, investors, analysts, brokers, shareholder associations, the media and the public; 
  2. overseeing and coordinating the disclosure training and education of all Personnel to ensure that they understand the Company's disclosure obligations and what information may be market sensitive; and 
  3. collecting and recording all potential market sensitive information concerning the Company and making auditable disclosure decisions, subject to the approval requirements set out in 5.4 and ‎5.5. 

The Disclosure Officers may delegate aspects of administering this policy to other Personnel. The delegation may be general or specific to a particular matter. 

5.2 Reporting processes 

The Disclosure Officers are responsible for ensuring that all Board decisions that must be disclosed are dealt with by an appropriate company announcement. The process for reporting potentially market sensitive information is as follows: 

  1. if a Director considers that he or she is in possession of potentially market sensitive information, they should discuss the matter with the Chairperson or the Chief Executive Officer;
  2. senior managers reporting to either the Chief Executive Officer or the Chief Financial Officer must immediately make the Disclosure Officers aware of any matter that they consider may be material for continuous disclosure purposes; 
  3. other Personnel who consider that they may be aware of potentially market sensitive information must immediately inform their manager who should ensure that it is passed on to an appropriate senior manager to ensure that the Chief Executive Officer or Chief Financial Officer are informed. 

Personnel must disclose all potentially significant information concerning the Company even if they consider that the information is not market sensitive or an exception to disclosure applies.

5.3 Assessment of information by Disclosure Officers 

The Disclosure Officers must decide whether any information of which the Company is or becomes aware must be disclosed to ASX by assessing whether the information meets the market sensitive test in section ‎3.1 or whether it need not be disclosed due to the exception in section ‎3.5. 

5.4 Approval for disclosure to ASX 

If the Disclosure Officers believe information must be disclosed, the Disclosure Officers must seek approval for disclosure of the information to ASX as follows:

  1. in the first instance, approval from the Board;
  2. if it is not practicable to seek approval from the Board (recognising the requirement to immediately disclose market sensitive information), the Disclosure Officers must seek approval from:
    1. the Chairperson; and
  3. if, in exceptional circumstances, the Board and the Chairperson are not available, the Disclosure Officers have authority to approve disclosure of the information to ASX. 

5.5 Request for information by ASX – False market 

If ASX asks the Company for information to correct or prevent a false market, the Disclosure Officers must consider the request and seek approval for any disclosures in accordance with section 5.4 above.

5.6 Content of disclosure 

Any disclosure made pursuant to this policy should contain sufficient detail for investors or their professional advisers to understand assess its impact on the price or value of the Company's securities. The Company has a duty not to disclose information in a way that could mislead the market. Appropriate care must be taken to ensure that the content of any announcement accurately discloses the material information. 

5.7 Disclosure to ASX and dissemination

When disclosure of information under section ‎5.4 or 5.5 has been approved, the Company Secretary must immediately lodge that information with ASX in the manner prescribed by the ASX Listing Rules. 

Information lodged with ASX must not be released publicly by the Company until the Company has received formal confirmation from ASX that the information has been released. 

Once the Company has received formal confirmation from ASX, it must promptly post the information on the Company's website. The Company may simultaneously or subsequently release the information in any other manner it considers appropriate including issuing a media release, conducting a press conference or mailing details to the Company's security holders. 

5.8 Request for trading halts 

In some circumstances it may be necessary to allow the Company a period of time to prepare and release an announcement to ASX in a timely manner while ensuring trading on ASX is not occurring in an uninformed manner. Only the Disclosure Officers are authorised to request a trading halt from ASX. Before requesting a trading halt, the Disclosure Officers must seek approval to do so from: 

  1. In the first instance, the Board; or 
  2. where convening a Board Meeting is not practicable, the Chairperson; or 
  3. any other Director. 

However, it is recognised that the Company may be required to submit a trading halt expeditiously and that it may be not always be practicable for the approval of the Board to be sought (depending upon the circumstances).

5.9 Board review of continuous disclosure matters 

The Company must ensure that the Board receives copies of all material market announcements promptly after they have been made. Additionally, as a standing agenda item at each Board meeting, the Directors will raise and consider whether there is any information (including any matters reported to or discussed at the Board meeting) that may potentially need to be disclosed to the market pursuant to the Company's continuous disclosure obligation.


6.1 Authorised spokespersons

Information concerning the Company may only be disclosed to external parties by authorised spokespersons appointed in accordance with this policy. In this regard the Chairperson, Chief Executive Officer and Chief Financial Officer, or any other person authorised by the Board, are generally the authorised spokespeople for disclosing information concerning the Company to the media. 

6.2 Dealings with media, market speculation and rumour 

Except in the circumstances where an announcement to ASX may be required, the Company generally does not respond to media comment (both conventional or social) or market speculation. Only certain individuals are authorised to speak to the media or other outside parties. If any Personnel receives a request for comment from an external investor, analyst or the media in relation to any matter concerning the Company they must advise that person that they are not authorised to speak on behalf of the Company and must refer the enquiries to the Chief Financial Officer. 

Any information which is not public must be treated by all Personnel and associated parties as confidential and must not be disclosed by any of them except through the Company's reporting system or the procedures set out in this policy. 

6.3 Analyst briefings and meetings of security holders

If market sensitive information which has not been given to ASX has been released to a section of the market (e.g. at an investor or analyst briefing or at a meeting of security holders) or to a section of the public (e.g. at a media briefing or through its publication on a website or in social media), the Company must immediately give the information to ASX under ASX Listing Rule 3.1 in a form suitable for release to the market.

A copy of new and substantive investor or analyst presentation materials will be released on ASX market announcements platform ahead of the presentation. 


7.1 The Company’s website 

The Company's website will feature a disclosure section to ensure that all market participants have an equal opportunity to receive externally available information issued by the Company. This information will include: 

  1. Annual Reports; 
  2. results announcements; 
  3. all other announcements of the Company made to ASX (whether under the Company's continuous disclosure obligations or not); 
  4. speeches and support material given at briefings and meetings (including shareholders' meetings); 
  5. the Company's profile and contact details; and 
  6. all written information provided to investors, analysts, brokers or the media. 

7.2 ASX released information 

Information lodged with ASX under the Company's periodic and continuous disclosure obligations will not be posted on the Company's website until the Company has received formal confirmation from ASX that the information has been released. 


8.1 Board approval of policy 

This policy has been approved by the Board. Any amendments to this policy can only be made with the Board's prior approval. 

8.2 Monitoring compliance with policy 

The Board will monitor compliance with this policy and will regularly, either through Board meetings or through any disclosure committee formed by the Board: 

  1. discuss with the Disclosure Officer the effectiveness and auditability of the Company's reporting system; and 
  2. consider whether the Company is complying with its obligations under this policy, the ASX Listing Rules and the Corporations Act. 


9.1 Strict compliance 

Strict compliance with this policy is mandatory for all Personnel. 

9.2 Consequences of breach for employees 

Breaches of this policy will be taken very seriously by the Company and may lead to disciplinary action being taken against employees, including dismissal in serious cases. 


The policy will be reviewed regularly periodically and updated as required to ensure it remains consistent with current law and practice. The latest version of this policy can be found on the Company’s website or obtained from the Company Secretary.   

Date of last review: 30 June 2021 (effective)


1. Introduction

Applyflow Limited (Company) and its entities (collectively, Group) are guided by our values. These values are the foundation of how we behave and interact with each other, shareholders, and other stakeholders. Together our values reflect the priorities of the business and provide guidance in decision making.

The Company’s Code of Conduct and other policies have been developed to align with our values to ensure that we observe the highest standards of fair dealing, honesty and integrity in our business activities.

Our Whistleblower Policy (Policy) has been put in place to ensure employees and other Disclosers can raise concerns regarding any misconduct or improper state of affairs or circumstances (including unethical, illegal, corrupt or other inappropriate conduct) without being subject to victimisation, harassment or discriminatory treatment.

2. Purpose

This Policy aims to:

  • encourage Disclosers to report an issue if they reasonably believe someone has engaged in serious wrongdoing;
  • outline how the Company will deal with whistleblowing reports; and
  • set out the avenues available to Disclosers to report serious wrongdoing to Company. Whilst it is generally expected that these issues will be raised through the normal channels of line management, reporting by other avenues may be appropriate or necessary in certain situations.

3. Who does this Policy apply to?

This Policy applies to “Disclosers”, which means anyone who is, or has been, any of the following with respect to all entities within the Group:

  • employee;
  • director;
  • officer;
  • contractor (including employees of contractors);
  • supplier (including employees of suppliers);
  • associate;
  • consultant; and
  • relatives, dependents, spouses, or dependents of a spouse of any of the above.

The protections in this Policy will also apply to anyone who has made a disclosure of information relating to an entity in the Group to a legal practitioner for the purpose of obtaining legal advice or legal representation in relation to whistleblowing protection laws.

4. Matters that should be reported

Any matter that a Discloser has reasonable grounds to believe is misconduct or an improper state of affairs or circumstances, is in breach of Company’s policies or the law should be reported in accordance with this Policy. Please note that personal work-related grievances are excluded from this Policy and will be handled separately.

Reportable matters include any conduct that involves:

  • dishonest behaviour;
  • fraudulent activity;
  • unlawful, corrupt or irregular use of company funds or practices;
  • illegal activities (including theft, dealing in or use of illicit drugs, violence or threatened violence and criminal damage against property);
  • unethical behavior, including anything that would breach the Company’s Code of Conduct;
  • improper or misleading accounting or financial reporting practices;
  • a breach of any legislation relating to Company’s operations or activities, including the Corporations Act 2001 (Cth);
  • behaviour that is oppressive, discriminatory or grossly negligent;
  • an unsafe work-practice;
  • any behaviour that poses a serious risk to the health and safety of any person at the workplace;
  • a serious risk to public health, public safety or the environment; or
  • any other conduct which may cause loss to the Group or be otherwise detrimental to the interests of Group.

(each a Reportable Matter and, collectively, Reportable Matters). Conduct may constitute a Reportable Matter even if it does not involve a contravention of a particular law.

Examples of Reportable Matters include:

Reportable Matters include: 

  1. an employee offering or accepting a bribe in course of their employment; 
  2. misuse of customer health information; and 
  3. misleading practices in the preparation of the Company’s financial statements.

4.1 Personal Work-Related Grievances

Personal work-related grievances are not covered under this Policy and should be reported to your line manager or Human Resources representative if applicable. “Personal workplace grievances” means a grievance about any matter in relation to the Discloser’s employment, or former employment, having (or tending to have) implications for the discloser personally. This includes:

  • an interpersonal conflict between the Discloser and another employee;
  • a decision relating to the engagement, transfer or promotion of the Discloser;
  • a decision relating to the terms and conditions of engagement of the Discloser; and
  • a decision to suspend or terminate the engagement of the Discloser, or otherwise to discipline the Discloser.

However, it does not include:

  • any conduct that would be considered victimisation of an individual because they have made, may have made, or propose to make a report under this Policy; or
  • a matter that would have significant implications for the Company.

5. Responsibility to report

The Group relies on its employees and Disclosers to help maintain and grow its culture of honest and ethical behavior. It is therefore expected that any Discloser who becomes aware of such conduct will make a report.

6. Making a report

6.1 Internal Reporting for Employees

Employees should first report any matters of concern to their direct line manager or the CEO or Managing Director.

Where this is not appropriate, where the person making a report does not feel comfortable making an internal report, or where an employee has made an internal report but no action has been taken within a reasonable time, the report can be made to the Board through the Company Secretary, who is also the Whistleblower Protection Officer (WPO) .

6.2 Reporting to the Whistleblower Protection Officer

A report can be made directly to the WPO. Reports to the WPO:

  • must be made in person or by telephone; and
  • the Discloser must first inform the WPO that they wish to make a report under this Policy.

6.3 Reporting to Eligible Recipients

If a Discloser is unable to use any of the above reporting channels, a disclosure can be made to an “eligible recipient” within the company. Eligible recipients in relation to the Company are:

  • officers;
  • directors;
  • senior managers; or
  • auditor or member of an audit team conducting an audit.

Reports to an eligible recipient:

  • must be made in person or by telephone; and
  • the Discloser must first inform the eligible recipient that they wish to make a report under this Policy.

An eligible recipient may direct the Discloser to make the report to the WPO, if they consider it appropriate in the circumstances.

7. Support and Protections Available to Disclosers

A Discloser will not be subject to any civil, criminal or disciplinary action for making a report that is covered by this Policy, or for participating in any subsequent investigation by the Company.

No employee, officer or contractor of the Group may engage in detrimental conduct against a Discloser who has made or proposes to make a report in accordance with this Policy, because of such report or proposed report.

All reasonable steps will be taken to ensure that a Discloser will not be subject to any form of retaliation, victimisation, discrimination, harassment, demotion, dismissal or prejudice, because they have made a report. However, this Policy will not protect the Discloser if they are also involved in or connected to the improper conduct or illegal activities that are the subject of a report.

7.1 Anonymous Reporting and Confidentiality

  1. Disclosers are entitled to remain anonymous while making a report, over the course of the investigation and after the investigation is finalised. However, the effectiveness of an investigation may be hindered if a report is made anonymously and the Disclosers has not provided a means of contacting them. 
  2. Unless required by law, a court or as consented to by the Discloser:
    1. the person to whom a report is made under this Policy must not disclose the identity of the Discloser to anyone else; 
    2. the identity of the Discloser must be kept confidential from any person not involved in the investigation of the report; and 
    3. all files relating to the report must be kept secure and information received from a Discloser must be held in confidence. 
  3. Practical measures which the Company may take to protect a Discloser’s identity include: 
    1. redacting all personal information or reference to the Discloser; 
    2. referring to the Discloser in a gender-neutral context; 
    3. where possible, consulting with the Discloser to help identify certain aspects of their report that could inadvertently identify them; and 
    4. restricting access to information and records concerning reports made under this Policy.
  4. A breach of the confidentiality requirements set out above will be regarded as a serious breach of this Policy and a person’s terms of engagement or employment and may result in disciplinary action including termination of the person’s engagement or employment. 
  5. Despite these protections, it is possible that someone might deduce a Discloser’s identity without there having been a breach of this Policy because, for example, the nature of the report points to one particular individual having made it or otherwise as a consequence of the investigation process.

7.2 Retaliation prohibited 

  1. The Company is absolutely committed to ensuring all persons who make a report in accordance with this Policy are afforded absolute confidentiality and fairness and are not subject to any detrimental, recriminatory, harassing or unfavourable treatment for reporting a Reportable Matter. 
  2. Disclosers must not be personally disadvantaged for making a report in accordance with this Policy, whether by dismissal, demotion, any form of harassment, discrimination or any form of current or future bias. The Company will take whatever action is possible, consistent with this Policy, to make sure that this is the case. 
  3. Examples of how the Company will, in practice, protect Disclosers from detriment include: 
    1. allowing Disclosers to perform their duties from another location such as from home; and 
    2. making support services (including counselling or other professional or legal services) available to Disclosers. 
  4. Disclosers are also encouraged to seek independent legal advice or contact regulatory bodies, such as ASIC, if they believe they have suffered detriment as a result of making a report in accordance with this Policy. 
  5. A breach of the protections set out above will be regarded as a serious breach of this Policy and a person’s terms of engagement or employment and may result in disciplinary action including termination of the person’s engagement or employment. 

7.3 Discloser’s own involvement in wrongdoing 

  1. If a Discloser is implicated in a Reportable Matter, making a report in accordance with this Policy will not protect the Discloser from the consequences flowing from his or her involvement in the wrongdoing. A person’s liability for their own conduct is not affected by their report of that conduct under this Policy, although active cooperation in the investigation, an admission and remorse may be taken into account when considering disciplinary or other action. 
  2. For the avoidance of doubt, despite a Discloser’s involvement in a Reportable Matter, they must not be subjected to, and the Company will ensure they are protected from, any actual or threatened retaliation or victimisation in reprisal for reporting that Reportable Matter in accordance with this Policy. 

7.4 Protection under law 

Additional protections may be afforded to Disclosers under applicable law including the Taxation Administration Act 1953 (Cth) and the Corporations Act. Please see the Annexure for further information about the protections afforded to whistleblowers under the Corporations Act. 

7.5 Support for Disclosers

Support available for Disclosers includes:

  • connecting the Discloser with access to external agencies when and if required;
  • appointing an independent support person from the Group to deal with any ongoing concerns they may have; or
  • connecting the Discloser with third party support providers such as Lifeline (13 11 14 and Beyond Blue (1300 22 4636).

Use of these support services by a Discloser may require the Discloser to consent to disclosure of their identity or information that is likely to lead to the discovery of their identity.

8. Resources

The Board governs and is responsible for the ultimate decision-making power regarding reports and investigations under this Policy.

8.1 Whistleblower Protection Officer

The Group has appointed a WPO who will safeguard the interests of Discloser making reports under this Policy and will ensure the integrity of the reporting mechanism.

The WPO will refer any reports that require further investigation to the Whistleblower Investigation Officer.

The WPO reports directly to the Managing Director/Chief Executive Officer (MD/CEO) and the Audit and Risk Committee where applicable. The WPO also has access to independent advisers as and when required. The current WPO is the Company Secretary.

8.2 Whistleblower Investigations Officer

The Group has also appointed a Whistleblower Investigations Officer (WIO) who will carry out or supervise the investigation of reports made under this Policy. The current WIO is a non-executive director of Applyflow Limited.

The WPO and WIO act independently of each other and the responsibilities of these roles do not reside with one person.

9. Reports concerning the MD/CEO, WPO and WIO

If a report involves the MD/CEO, the WPO and the WIO (or all three representatives for the avoidance of doubt), this will be directed to the Chair of the Board for investigation and further action.

10. Investigating a report

Where a report is made under this Policy, the WIO will investigate the report. Where the WPO deems necessary, the WIO may use an external investigator to conduct an investigation, either in conjunction with the WIO or independently. Where the WPO deems necessary, the WIO may also use an external expert to assist with an investigation. All investigations will be conducted in a fair and independent manner and all reasonable efforts will be made to preserve confidentiality of an investigation.

11. Support for Persons Implicated

No action will be taken against employees or officers who are implicated in a report under this Policy until an investigation has determined whether any allegations against them are substantiated. However, an employee or officer who is implicated may be temporarily stood down on full pay whilst an investigation is in process, or may be temporarily transferred to another office, department or workplace, if appropriate in the circumstances. Any such stand-down or temporary transfer may only continue for the duration of the investigation. If the investigation determines that the allegations are not substantiated, the employee officer must be immediately reinstated to full duties.

Any disclosures that implicate an employee or officer must be kept confidential, even if the Discloser has consented to the disclosure of their identity, and should only be disclosed to those persons who have a need to know the information for the proper performance of their functions under this Policy, or for the proper investigation of the report. An employee or officer who is implicated in a disclosure has a right to be informed of the allegations against them, and must be given an opportunity to respond to those allegations and provide additional information, if relevant, in the course of an investigation into those allegations (subject to the Discloser’s right to anonymity).

Support available for persons implicated in a report under this Policy includes:

  • connecting the person with access to external agencies when and if required;
  • appointing an independent support person from the Group to deal with any ongoing concerns they may have; or
  • connecting the person with third party support providers such as Lifeline (13 11 14) and Beyond Blue (1300 22 4636).

12. Action taken if wrongdoing found

The Company may take a range of actions if the investigation finds that wrongdoing has occurred, including: 

  1. appropriate sanctions against the wrongdoer in accordance with applicable law; 
  2. where illegal conduct has occurred, reporting the matter to the relevant authorities; and 
  3. changes to the Company’s procedures to prevent reoccurrence of similar wrongdoing. 

13. Board to be informed 

Any breach of this Policy will be taken seriously and may result in counselling and/or disciplinary action, up to and including summary dismissal. The Board of Directors of the Company and the Company Secretary must be informed of any material incidents reported under this Policy immediately.

14. Investigation feedback

Wherever possible, and assuming that the identity of the Discloser is known, the Discloser will be kept informed of the progress and outcomes of the investigation, subject to privacy and confidentiality considerations. 

15. Maintaining records

The Company will maintain a secure and confidential record of all reports made and all actions taken under this Policy including: 

  1. reports of Reportable Matters; 
  2. complaints of breaches of this Policy; and 
  3. the results of any investigations conducted under this Policy. 

16. Identity of Disclosers not recorded 

Unless required by law, a court or as consented to by the Discloser, the identity of the Discloser, or information that is likely to lead to the identification of the Discloser, must be redacted from the records referred to in section 16.

17. Training

The Company will: 

  1. provide for the training of Personnel about this Policy and their rights and obligations under it; and 
  2. provide for the training of those who may receive reports under this Policy about how to respond to them. 

18. Additional Information

Personnel should contact the Whistleblower Investigations Officer if they wish to seek additional information before formally making a report. The Whistleblower Investigations Officer will endeavour to respond to all queries in a timely manner. 

19. Reports to other bodies

In certain circumstances a Discloser may have a legal obligation to make a report to a statutory body or government department. Disclosers should ensure that they comply with all such reporting requirements. The WPO can advise Disclosers on these reporting obligations.

20. General

It is a condition of any employment or engagement by the Company that all employees, officers and contractors must comply at all times with this Policy. However, this Policy does not form part of any agreement between any person and the Company, nor does it constitute terms and conditions of any person’s employment or engagement with the Company.

This policy will be made available to officers and employees of the Company by making it accessible on the Company’s website.

21. Review of the policy

This Policy will be reviewed on every two years to ensure it remains consistent with all relevant legislative requirements, as well as the changing nature of the organisation. This Policy may be amended, withdrawn or replaced from time to time at the sole discretion of the Company.

22. Policy Contacts

Whistleblower Investigations Officer

The Company Secretary

Owned By: Company Secretary

Approved By: Board of Applyflow Limited

Last Updated: 25 August 2021 (effective 30 June 2021)


1. Introduction and Purpose

1.1 Introduction

Applyflow Limited (ACN 107 371 497) (Company) and its subsidiaries (collectively, Group) has zero tolerance for bribery and corruption in any form and acknowledges that, in addition to being unethical and harmful to the reputation of the Company, there are severe criminal and civil penalties applying to those involved in bribery and corruption. It is the policy of the Company to conduct its business with complete integrity, and in a manner that applies the highest ethical standards and is in compliance with the letter and the spirit of all relevant laws, including all relevant anti-bribery and corruption laws.

This Policy has been developed to align with, and is underpinned by the Group’s values, which are set out in the Company’s Code of Conduct.  

1.2 Purpose

The purpose of this Policy is to:

  1. set out the responsibilities of the Company and its personnel in observing and upholding the Company’s position on bribery, corruption and related improper conduct;
  2. provide information and guidance on how to recognise, deal with and report instances of bribery and corruption;
  3. establish a process for the reporting of any instances of bribery, corruption or material breaches of this Policy and ensure that any such reports are dealt with appropriately; and
  4. ensure compliance applicable anti-bribery and corruption legislation and regulations, and with the ASX Corporate Governance Principles and Recommendations.

1.3 Relevant documents

This Policy should be read together with the Company's other policies, including the Code of Conduct and the Whistleblower Policy.


In this Policy, unless the context otherwise requires:

Agent means contractors, sub-contractors, suppliers, consultants, agents, intermediaries, finders, brokers, advisors and any other third parties performing services for, or on behalf of, the Company.

Benefit includes any advantage and is not limited to property. It can include (but is not limited to) cash, vouchers, Gifts to family members, loans, personal favours, entertainment, meals and travel, political and charitable contributions, sponsorships, job opportunities, medical care, services, loans and loan guarantees, transportation, favours, the payment or reimbursement of debts, preferential treatment in the provision of, or preferential access to, business opportunities, goods or services.

Bribe or Bribery means to provide, promise, offer or cause a Benefit to be provided to another person, either directly or indirectly, with the intention to influence that person to obtain or retain a Benefit or business advantage that is not legitimately due. For the purpose of determining if a Benefit or business advantage is legitimately due, these circumstances should be disregarded: the fact that the Benefit or business advantage may be (or be perceived to be) customary, the value of the Benefit or business advantage and official tolerance of the Benefit or business advantage.

Company means Applyflow Limited (ACN 107 371 497) and any direct and indirect subsidiaries, affiliates and joint ventures.

Facilitation Payment means unofficial payments of small sums to induce a Public Official to facilitate the performance of their government functions, such as issuing licences or permits to obtain routine services.

Gift(s) means free or heavily discounted items, money or other intangible Benefits offered in relation to work activities. Examples include, but are not limited to, a gift basket, wine, tickets to a sporting event or concert, or any other item of value.

Government Body means: (i) a national (domestic or foreign) government, political subdivision thereof or local jurisdiction therein; (ii) an instrumentality, board, commission, court or agency, whether civilian or military, of any of the above, however constituted; (iii) a government-owned/government-controlled association, organization, business or enterprise (for example a state-owned bank); (iv) or a political party.

Personnel means by all employees, officer, Directors and any Agents providing services or acting for, or representing, the Company, in all their dealings in connection with the Company including (but not limited to) interactions with customers, retailers, local authorities, Government Bodies, Public Officials, subcontractors or service providers.

Hospitality means any form of entertainment including meals, drinks, sporting events, movie or theatre visits and hotel accommodation and includes any travel associated with that hospitality.

Policy means this Anti-Bribery and Corruption Policy.

Public Official means employees or officers of a Government Body including individuals who perform work under contract for a Government Body or hold or perform the duties of an appointment, office or position of a Government Body. This includes employees or officers of government owned or controlled enterprises such as public institutions and state-owned enterprises. Examples of Public Officials include, without limitation, members of judiciary and politicians at any level of government, employees of financial regulators, employees of state-owned banks.

Secret Commission(s) means a situation where an Agent, or someone acting in a fiduciary capacity, accepts a commission or other unauthorised payment or Benefit from a third party, without the consent or knowledge of their principal, for services rendered or other benefits provided which are connected with the relationship between the Agent/fiduciary and their principal.

3. Who does this Policy apply to?

This Policy must be strictly complied with by all Personnel. All individuals, regardless of their position, are responsible for their own behaviour and the consequences of their actions and decisions. Personnel engaging in prohibited conduct may be liable for disciplinary or administrative action, and in some cases, legal proceedings and investigations by the relevant government authorities.

4. Summary of the prohibited conduct

Personnel must not, either directly or indirectly:

  1. offer, promise, give, solicit or accept any Bribe or Facilitation Payments (section ‎5);
  2. offer or provide Gifts, Hospitality or any other Benefit to Public Officials without prior written approval of the Company’s senior management, or provide/receive any Gifts or Hospitality which do not comply with the Gifts and Hospitality guidelines (section 6) and Travel and Expenses Policy;
  3. make any political or charitable donations on behalf of the Company which are or could be perceived to be a Bribe or contrary to this Policy (section 7);
  4. engage with or deal with Agents acting for or representing the Company in a manner contrary to this Policy (section 8). This includes the prohibition of offering or giving Secret Commissions to those acting in an agency or fiduciary capacity;
  5. falsify any books, records or accounts relating to the Company (section 10); or
  6. cause, authorise or wilfully ignore any conduct that is believed or suspected to be contrary to this Policy or any anti-corruption laws, or to aid or abet such conduct. Any notice of such conduct or suspected conduct must be immediately reported (section 11).

There are serious criminal and penalties that may be incurred, and significant reputational damage that may be done, if the Company or any of its Personnel are involved in Bribery or corruption.

If there is any doubt about whether a particular conduct may violate this Policy, or if there are any questions about the application of the Policy, you should contact your manager for clarification.

5. Bribes and facilitation payments

It is prohibited to promise, offer, provide (or cause to be provided) any Bribe or Facilitation Payment, whether directly or indirectly, with the intention of securing business or a commercial advantage for the Company.

This prohibition applies to dealings with private and public businesses and individuals, as well as Public Officials.

Laws in relation to Bribery of Public Officials are especially strict. Consequently, dealings with Public Officials are particularly high risk, and extra care must be taken when dealing with Public Officials. Any Benefits (including Hospitality or Gifts) offered or provided to a Public Official must be in compliance with this Policy, and can only be made with the prior written approval from the Company's senior management (for further details see section 6.3 below).

There will be no penalty or adverse consequences for refusing to pay a Bribe or Facilitation Payment, even if it may result in the Company losing business.

6. gifts and hospitality

6.1Guidelines for accepting gifts and hospitality

Gifts and Hospitality offered by Directors, officers or employees for the purpose of establishing and strengthening business relationships are acceptable from a commercial perspective. This Policy does not prohibit Gifts and Hospitality being offered, given or accepted in good faith provided that:

  1. it is not made/received in explicit or implicit exchange for favours or Benefits;
  2. it complies with all relevant local laws;
  3. it is given in the Company's name, not in the names of the Director/employee;
  4. it does not include cash or a cash equivalent (e.g., cash cards, shopping gift cards, jewellery, etc.);
  5. it is given or received openly, not secretly, and does not give rise to a perceived, potential or actual conflict of interest;
  6. it could not be perceived as bringing the Company into disrepute;
  7. a Director, officer or employee must be present for any Hospitality provided;
  8. it is not given within three months prior to, or after, the completion of a competitive bid, tender exercise, contract negotiation or the like with the recipient;
  9. it is not received by or given to the same person more than 4 times a year. Approval from the Company’s senior management is required to exceed this limit; and
  10. it is not given to a family member or extended family member of the person giving the Gift or Hospitality (e.g., a spouse, partner, child, grandparent, parent, sibling, uncle, aunt, nephew, niece, grandchildren, first cousin; the spouse of any of the foregoing people; or, any other individuals who share the same household as you), unless approved by the Company's senior management in writing.

However, it becomes a criminal offence when such Gifts and Hospitality are offered in order influence the other party to obtain a Benefit. Agents are prohibited from offering any Gifts or Hospitality in connection with their services for, or on behalf of, the Company.

6.2 Gifts and Hospitality to Non-Public Officials

The financial thresholds and approval guidelines for giving and receiving Gifts and Hospitality to and from parties Non-Public Officials are as follows:

  1. Gifts valued at [AUD$250] or less may be received or given provided that the guidelines at section 6.1 are met;
  2. Gifts valued at [AUD$250] or more may only be received or given with the written approval of the Company’s senior management, provided that the guidelines at section 6.1 are met;
  3. Hospitality valued at [AUD$500] or less may be received or given provided that the guidelines at section 6.1 are met;
  4. Hospitality valued at [AUD$500] or more may be received or given with the written approval of the Company’s senior management, provided that the guidelines at section 6.1 are met; and
  5. Gifts and/or Hospitality with a combined total value of more than [AUD $1,000] per year from or to the same person or entity is not permitted, unless prior written approval from the Company’s senior management is obtained to exceed this limit.

A request for written approval must be made in writing by completing and submitting the Gifts Hospitality & Donations Approval Form in Appendix B.

6.3 Gifts and Hospitality to Public Officials

Gifts and Hospitality provided to Public Officials attract additional risks for the Company. Written approval from Company's senior management must be obtained before giving Gifts or Hospitality of any value to a Public Official. Prior approval should be requested by completing the Gifts, Hospitality & Donations Approval Form provided in Appendix B. Pre-approvals must take into account any relevant local prohibitions or governmental policies against the receipt of Gifts or Hospitality by Public Officials.

All offers and acceptances of Gifts and Hospitality (to both Public Official and non-Public Officials) should be recorded in the Gifts and Hospitality Register and each entry must indicate whether the Gift or Hospitality was accepted or declined. Promotional items of a nominal value such as pens, drink bottles etc are exempt.

7. Charitable and political donations

7.1Charitable Donations

Charitable donations can be used as a form of Bribe. Therefore, charitable donations must not be made, offered or promised on behalf of the Company, without prior written approval from the Company’s senior management by completing and submitting the Gifts, Hospitality & Donations Approval Form at Appendix B, and anti-bribery and corruption due diligence must be conducted on the recipient of the donation.

All charitable donations must:

  1. be made only to not-for-profit organisations;
  2. be accurately recorded in the Company’s records;
  3. be tax-deductible; and
  4. not be made in cash or to private accounts.

All approvals in relation to charitable donations, along with the relevant details of the donations, must be recorded in the donations register.

Personnel are permitted to make charitable donations in their personal capacity so long as they are not made in order to obtain or retain any business or business advantage.

7.2 Political Donations

Any financial or other support or assistance to, including a Gift made to or for the benefit of, political parties, political campaigns, individual politicians, government departments or administrative bodies on behalf of the Company can only be made with the prior written approval from the Company’s senior management by completing the Gifts, Hospitality & Donations Form at Appendix B, and if the necessary limits on amounts and disclosure requirements are complied with.

A political donation includes payments such as memberships, entry fees and tables purchased at political fundraising events.


The Company could potentially become criminally liable and suffer damage to its reputation as a result of an act of Bribery by its Agents, regardless of whether or not the Company approved, or even had knowledge of, the Bribery. All Agents engaged by the Company must act with complete integrity and undertake their business without Bribery when providing services for or on behalf of the Company.

Any employee, Director or officer that deals with Agents is responsible for taking reasonable precautions to ensure that those Agents are ethical in their conduct of business and compliant with this Policy.

It is important for the Company to ensure that there is a clear business rationale for engaging an Agent and that a fulsome anti-bribery and corruption due diligence review of each Agent is undertaken prior to any engagement.

Payments to Agents may only be made upon the presentation of a valid invoice or statement that evidences the services were provided. Any commissions or service fees made to Agents should be comparable to the prevailing market rates for similar services and must be made by bank transfer into an account in the name of the Agent. All contracts with Agents must include anti-bribery clauses requiring the Agent to comply with all relevant anti-bribery legislation, to disclose any connections to Public Officials and Government Bodies, and to provide audit rights.

The offering or giving of Secret Commissions is prohibited. Likewise, the receipt of any Secret Commissions is also prohibited.

If there are any concerns or red flags about the conduct of Agents in their business dealings which may be contrary to this Policy, such concerns must be reported to the Company’s senior management prior to proceeding or continuing with the engagement to ensure compliance with the applicable anti-bribery and corruption laws.

Some examples of red flags could include:

  1. unusual or excessive payment requests, including upfront payments, suspicious commissions or payments into separate accounts in a country foreign to the nationality or business of that third party;
  2. reluctance or refusal by that Agent to disclose the company's beneficial owners, partners or principals, or respond to anti-bribery due diligence questions;
  3. the Agent has little experience in the industry but "knows the right people"; or
  4. the Agent is, or is affiliated to, a Government Body or Public Official.

Upon receiving a report, the Company shall conduct relevant investigations and may suspend further payments to the Agent pending the outcome of that investigation.

9. Personal safety exception

A person will not be in breach of this Policy if a payment or Benefit is provided to a Public Official or another party, due to an imminent risk of serious physical harm.

Where a payment or Benefit is provided under such circumstances, that person must promptly report the payment or Benefit made to the Company’s senior management and set out the full circumstances of that payment (including the value of the payment, the recipient and the nature of the threat).

10. Compliance and reporting

10.1 Compliance and disclosure

Personnel must read, understand and comply with this Policy and they will be required to ensure they avoid any actions that may lead to or suggest a violation of this Policy.

Personnel must complete and sign the Policy Acknowledgment and Commitment Statement when they first receive this Policy and on an annual basis thereafter (provided in Appendix A), which confirms their commitment to comply with this Policy.

Given the stringent anti-bribery and corruption laws in respect of dealing with Public Officials, employees, Directors and officers must disclose in writing to the Company’s senior management whether they, or any of their family members up to a second degree (which includes a spouse or companion, children or step-children, grandchildren, parents, grandparents, siblings and half siblings, uncles, aunts, nephews, and nieces) are current or former Public Officials.

10.2 Training

The Company will also offer periodic compliance training to ensure that all Personnel are up-to-date on their obligations under the Policy and the relevant anti-corruption laws. All Personnel must participate in such training whenever they are requested to attend. Such training will include, but is not limited to, the following:

  1. the obligations of employees, Directors and officers under this Policy;
  2. how to recognise Bribery and corruption; and
  3. how to effectively deal with and report Bribery, corruption or other breaches of this Policy.

11. Reporting

Personnel that becomes aware of or suspects the Policy has been breached by any person acting for or representing the Company, must report the known or suspected breach to the Company’s senior management and include the basis for their suspicion and/or knowledge. Reports may be made confidentially and on an anonymous basis. Please refer to the Whistleblower Policy for more details.

Personnel in breach of this Policy or fails to report known or suspected breaches of the Policy will face disciplinary action, which may result in dismissal for misconduct. Personnel in breach of this Policy may also face legal proceedings and be subject to investigations by the relevant government authorities.

The Board will be informed of any material breaches under this Policy.

12. Review of policy

The policy will be reviewed regularly periodically and updated as required to ensure it remains consistent with current law and practice. The latest version of this policy can be found on the Company’s website or obtained from the Company Secretary.

13. Material Revisions


Approval Date

Effective Date



27 August 2021

27 August 2021

Policy approved by the Board.