Corporate Governance Statement

Company Policy

Corporate Governance Statement

This Corporate Governance Statement discloses the extent to which the Company followed the
recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance
Principles and Recommendations – 3rd Edition (Recommendations) during the reporting period ended 31
December 2019 (Reporting Period). The Recommendations are not mandatory, however the Recommendations
that will not be followed have been identified and reasons provided for not following them along
with what (if any) alternative governance practices the Company intends to adopt in lieu of the Recommendations.
The Board of the Company currently has in place corporate governance policies and charters which have been posted in a dedicated corporate governance information section on the Company’s website at
Note on External Directors
The Company is incorporated in Israel and is governed by the Israeli Companies Law (Companies Law). Under the Companies Law, the Company is required to have at least two directors who qualify as
“external directors” under the Companies Law (External Directors). The definition of an External
Director under the Companies Law includes a set of statutory criteria that must be satisfied,
including criteria whose aim is to ensure that there is no factor that would impair the ability of
the External Director to exercise independent judgment.
The External Directors of the Company do not have to be Israeli residents (since the securities of
the Company have been offered outside of Israel). Section 10.1(c) of the Company’s replacement
prospectus dated 20 December 2018 contains further information in relation to the Companies Law
provisions relating to External Directors. Although there is no binding legal definition of an
“independent director” for the purposes of the Corporations Act and the Listing Rules, it is
generally expected that directors who are classified as External Directors under the Companies Law
would be considered “independent” for the purposes of ASX Recommendations. Ms Dawn Robertson, Mark
Antipof and Mr Thierry Denis are the External Directors of the Company for the purposes of the
Companies Law.

table 2

Sign up for our newsletter

    Your personal information will be handled in accordance with our Privacy Policy.