Full Press Release Details
Rules 4.7.3 and 4.10.3
Governance Council Principles and Recommendations
| Name of entity |
| Alterity Therapeutics Ltd |
| ABN/ARBN | Financial year ended: | |
| 37 080 699 065 | 30 June 2022 |
Our corporate governance statement1 for the period above
| These pages of our annual report: | ||
| This URL on our website: | https://alteritytherapeutics.com/investor-centre-2/ |
The Corporate Governance Statement is accurate and
up to date as at 31 August 2022 and has been approved by the board.
The annexure includes a key to where our corporate
governance disclosures can be located.3
| Date: | 31 August 2022 | |
| Name of authorised officer authorising lodgement: | ||
| Phillip Hains |
Listing Rule 4.10.3 requires an
entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement
that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance
statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during
the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement
must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the
recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an
entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of
the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement
must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity
must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual
purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3
and under the ASX Corporate Governance Council's recommendations. It also acts as a verification tool for listed entities to confirm
that they have met the disclosure requirements of Listing Rule 4.10.3.
The Appendix 4G is not a substitute
for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce
each of them separately.
See notes 4 and 5 below for further
instructions on how to complete this form.
| Appendix 4G |
| Key to Disclosures Corporate Governance Council Principles and Recommendations |
ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES
| Corporate Governance Council recommendation | Where a box below is ticked, 4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: 5 | |
| PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT | |||
| 1.1 | A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management. | and we have disclosed a copy of our board charter at: https://alteritytherapeutics.com/investor-centre-2/ | |
| 1.2 | A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director. | ||
| 1.3 | A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. | ||
| 1.4 | The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board. |
| Appendix 4G |
| Key to Disclosures Corporate Governance Council Principles and Recommendations |
| Corporate Governance Council recommendation | Where a box below is ticked, 4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: 5 | |
| 1.5 | A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity's progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined "senior executive" for these purposes); or (B) if the entity is a "relevant employer" under the Workplace Gender Equality Act, the entity's most recent "Gender Equality Indicators", as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period. | and we have disclosed a copy of our diversity policy at: https://alteritytherapeutics.com/investor-centre-2/ and we have disclosed the information referred to in paragraph (c) at: in our corporate governance statement available at https://alteritytherapeutics.com/investor-centre-2/ . | set out in our Corporate Governance Statement OR we are an externally managed entity and this recommendation is therefore not applicable |
| Appendix 4G |
| Key to Disclosures Corporate Governance Council Principles and Recommendations |
| Corporate Governance Council recommendation | Where a box below is ticked, 4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: 5 | |
| 1.6 | A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. | and we have disclosed the evaluation process referred to in paragraph (a) at: in our corporate governance statement available at https://alteritytherapeutics.com/investor-centre-2/ . and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: in our corporate governance statement available at https://alteritytherapeutics.com/investor-centre-2/ . | |
| 1.7 | A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. | and we have disclosed the evaluation process referred to in paragraph (a) at: in our corporate governance statement available at https://alteritytherapeutics.com/investor-centre-2/ and whether a performance evaluation was undertaken for the reporting period in accordance with that process at: in our corporate governance statement available at https://alteritytherapeutics.com/investor-centre-2/ |
| Appendix 4G |
| Key to Disclosures Corporate Governance Council Principles and Recommendations |
| Corporate Governance Council recommendation | Where a box below is ticked, 4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: 5 | |
| PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE | |||
| 2.1 | The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively. | and we have disclosed a copy of the charter of the committee at: https://alteritytherapeutics.com/investor-centre-2/ . and the information referred to in Item 6 of the 2022 Annual Report available at https://alteritytherapeutics.com/investor-centre-2/ | set out in our Corporate Governance Statement OR we are an externally managed entity and this recommendation is therefore not applicable |
| 2.2 | A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership. | And we have disclosed our board skills matrix in our board charter available at https://alteritytherapeutics.com/investor-centre-2/ | set out in our Corporate Governance Statement |
| Appendix 4G |
| Key to Disclosures Corporate Governance Council Principles and Recommendations |
| Corporate Governance Council recommendation | Where a box below is ticked, 4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: 5 | |
| 2.3 | A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director. | and we have disclosed the names of the directors considered by the board to be independent directors in Item 6 of the 2022 Annual Report available at https://alteritytherapeutics.com/investor-centre-2/ and, where applicable, the information referred to in paragraph (b) in Item 6 of the 2022 Annual Report available at https://alteritytherapeutics.com/investor-centre-2/ and the length of service of each director in Item 6 of the 2022 Annual Report available at https://alteritytherapeutics.com/investor-centre-2/ | |
| 2.4 | A majority of the board of a listed entity should be independent directors. | ||
| 2.5 | The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity. | ||
| 2.6 | A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively. | ||
| PRINCIPLE 3 - INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY | |||
| 3.1 | A listed entity should articulate and disclose its values. | set out in our Corporate Governance Statement | |
| 3.2 | A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code. | and we have disclosed our code of conduct in our corporate governance statement available at: https://alteritytherapeutics.com/investor-centre-2/ |
| Appendix 4G |
| Key to Disclosures Corporate Governance Council Principles and Recommendations |
| Corporate Governance Council recommendation | Where a box below is ticked, 4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: 5 | |
| 3.3 | A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy. | and we have disclosed our whistleblower policy at: https://alteritytherapeutics.com/investor-centre-2/ | |
| 3.4 | A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy. | set out in our Corporate Governance Statement |
| Appendix 4G |
| Key to Disclosures Corporate Governance Council Principles and Recommendations |
| Corporate Governance Council recommendation | Where a box below is ticked, 4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: 5 | |
| PRINCIPLE 4 - SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS | |||
| 4.1 | The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner. | and we have disclosed a copy of the Board Charter at: https://alteritytherapeutics.com/investor-centre-2/ . and the information referred to in Item 6 of the 2022 Annual Report available at https://alteritytherapeutics.com/investor-centre-2/ | |
| 4.2 | The board of a listed entity should, before it approves the entity's financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. | ||
| 4.3 | A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor. |
| Appendix 4G |
| Key to Disclosures Corporate Governance Council Principles and Recommendations |
| Corporate Governance Council recommendation | Where a box below is ticked, 4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: 5 | |
| PRINCIPLE 5 - MAKE TIMELY AND BALANCED DISCLOSURE | |||
| 5.1 | A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1. | set out in our Corporate Governance Statement | |
| 5.2 | A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. | ||
| 5.3 | A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation. | ||
| PRINCIPLE 6 - RESPECT THE RIGHTS OF SECURITY HOLDERS | |||
| 6.1 | A listed entity should provide information about itself and its governance to investors via its website. | and we have disclosed information about us and our governance on our website at: https://alteritytherapeutics.com/investor-centre-2/ . | |
| 6.2 | A listed entity should have an investor relations program that facilitates effective two-way communication with investors. | ||
| 6.3 | A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. | and we have disclosed how we facilitate and encourage participation at meetings of security holders at: in our corporate governance statement available at https://alteritytherapeutics.com/investor-centre-2/ . | |
| 6.4 | A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands. | ||
| 6.5 | A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. |
| Appendix 4G |
| Key to Disclosures Corporate Governance Council Principles and Recommendations |
| Corporate Governance Council recommendation | Where a box below is ticked, 4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: 5 | |
| PRINCIPLE 7 - RECOGNISE AND MANAGE RISK | |||
| 7.1 | The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity's risk management framework. | and we have disclosed a copy of the Board Charter at: https://alteritytherapeutics.com/investor-centre-2/ .. and Item 6 of the 2022 Annual Report available at https://alteritytherapeutics.com/investor-centre-2/ | set out in our Corporate Governance Statement |
| 7.2 | The board or a committee of the board should: (a) review the entity's risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place. | and we have disclosed whether a review of the entity's risk management framework was undertaken during the reporting period at: in our corporate governance statement available at https://alteritytherapeutics.com/investor-centre-2/ . |
| Appendix 4G |
| Key to Disclosures Corporate Governance Council Principles and Recommendations |
| Corporate Governance Council recommendation | Where a box below is ticked, 4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: 5 | |
| 7.3 | A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes. | and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes at: in our corporate governance statement available at https://alteritytherapeutics.com/investor-centre-2/ . | |
| 7.4 | A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks. | and we have disclosed whether we have any material exposure to environmental and social risks at: Item 5 of the 2022 Annual Report available at https://alteritytherapeutics.com/investor-centre-2/ and, if we do, how we manage or intend to manage those risks at: in Item 5 of 2022 Annual Report available at https://alteritytherapeutics.com/investor-centre-2/ |
| Appendix 4G |
| Key to Disclosures Corporate Governance Council Principles and Recommendations |
| Corporate Governance Council recommendation | Where a box below is ticked, 4 we have followed the recommendation in full for the whole of the period above. We have disclosed this in our Corporate Governance Statement: | Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are: 5 | |
| PRINCIPLE 8 - REMUNERATE FAIRLY AND RESPONSIBLY | |||
| 8.1 | The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive. | and we have disclosed a copy of the charter of the committee at: https://alteritytherapeutics.com/investor-centre-2/ . and the information referred to in paragraphs (4) and (5) at: in the Directors' Report within the Annual Report available at https://alteritytherapeutics.com/investor-centre-2/ | |
| 8.2 | A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives. | and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives at: in the Directors' Report within the Annual Report available at https://alteritytherapeutics.com/investor-centre-2/ | |
| 8.3 | A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it. | and we have disclosed our policy on this issue or a summary of it at: in the securities dealing policy available at https://alteritytherapeutics.com/investor-centre-2/ |
Alterity Therapeutics
Corporate Governance
Corporate Governance Statement
This Corporate Governance Statement
of Alterity Therapeutics Limited (the "Company") is prepared in accordance with ASX Listing Rule 4.10.3. It is for the financial
year ended 30 June 2022 and is accurate and up to date as at 31 August 2022 and has been approved by the Board.
The Company is committed to
implementing the highest standards of corporate governance. In determining what those standards should involve, the Company has considered
the ASX Corporate Governance Council's ('the Council') Corporate Governance Principles and Recommendations 4th
Edition ("ASX Recommendations").
A review of the Company's Corporate
Governance Framework is performed on a periodic basis to ensure that it is relevant and effective in light of the changing legal and regulatory
requirements. The Board of Directors ('the Board') continues to adopt a set of Corporate Governance Practices and a Code of Conduct appropriate
for the size, complexity and operations of the Company and its subsidiaries.
Unless otherwise stated, all Policies and Charters meet the Council's
Corporate Governance Principles and Recommendations and have been in effect for the full reporting period. All Policies and Charters are
available from the Company or on its website at www.alteritytherapeutics.com.
Principle 1: Lay solid foundations for management and oversight
The Board's role is to govern the
Company rather than to manage it. In governing the Company, the Directors must act in the best interests of the Company as a whole. It
is the role of senior management to manage the Company in accordance with the direction and delegations of the Board and the responsibility
of the Board to oversee the activities of management in carrying out these delegated duties.
In carrying out its governance
role, the main task of the Board is to drive the performance of the Company. The Board must also ensure that the Company complies with
all of its contractual, statutory and any other legal obligations, including the requirements of any regulatory body. The Board has the
final responsibility for the successful operations of the Company.
In general, the Board is responsible
for, and has the authority to determine, all matters relating to the policies, practices, management and operations of the Company. It
is required to do all things that may be necessary to be done in order to carry out the objective of the Company.
Full details of the Board's role and responsibilities are contained
in the Board Charter, available on the website at www.alteritytherapeutics.com.
The Company undertakes comprehensive
reference checks prior to appointing a director, or putting that person forward as a candidate to ensure that person is competent, experienced,
and would not be impaired in any way from undertaking the duties of director. The Company provides all material information in its possession
to shareholders relevant for their consideration about the attributes of candidates and whether or not to elect or re-elect a director,
together with whether the Board supports the appointment or re-election.
The terms of the appointment of
non-executive directors, executive directors and senior executives are agreed upon and set out in writing at the time of appointment.
The Company Secretary is accountable directly to the Board, through
the Chairman, on all matters to do with the proper functioning of the Board, including agendas, Board papers and minutes, advising the
Board and its Committees (as applicable) on governance matters, monitoring that the Board and Committee policies and procedures are followed,
communication with regulatory bodies and the ASX and statutory and other filings.
Alterity Therapeutics
Corporate Governance
Company is committed to increasing diversity amongst its employees, and not just in the area of gender diversity. Our workforce is employed