The board of directors are responsible for overseeing the corporate governance of GoConnect Limited ("the Company") and are responsible for setting its major objectives and ensuring the strategic direction of the Company is in the best interests of all shareholders.

The board is first and foremost accountable to provide value to its shareholders through delivery of timely and balanced disclosures.

The board's governance document has been made publicly available on the Company's website. This document details the adopted practices and processes in relation to matters reserved for the board's consideration and decision-making and specifies the level of authorisation provided to other key management personnel (KMP). The board is ultimately responsible for ensuring its actions are in accordance with key corporate governance principles.

The Company has considered and set up a framework for embracing the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations ("Recommendations"). The board has adopted appropriate corporate governance policies and practices. The Company's main corporate governance policies are summarised below:

The board composition

The skills, experience and expertise relevant to the position of each director who is in office at the date of the annual report and their term of office are detailed in the directors' report.

Board charter and composition

The board's composition is determined by all directors pursuant to the Company's constitution on the following principles:

• the board shall not consist of more than eight directors, with a minimum of three;
• the board may appoint directors either to acquire additional expertise or to fill a vacancy. Non-executive directors bring a fresh perspective to the board's consideration of strategy, risk and performance matters and are best placed to exercise independent judgement and review and constructively challenge the performance of management;
• the Company shall maintain a mix of directors on the board from different backgrounds with complementary skills and experience;
• the Company shall undertake an annual board performance review and consider the appropriate mix of skills required by the board to maximise its effectiveness and its contribution to the Company;
• the board, being mindful of the resources and the small management team currently available and the unique drive and skill currently required and available to execute the business model of the Company, deemed it appropriate that the Chairman should act as Executive Chairman until such time when it deemed it appropriate to appoint a Chief Executive Officer or Managing Director; and
• the board shall comprise a majority of non-executive directors.

Responsibilities

The responsibilities of the board include:

• providing strategic guidance to the Company including input into and approval of management's development of corporate strategy and performance objectives;
• overseeing the operation of the Company, including its operations and accountability systems;
• appointment, performance assessment and, if necessary, removal of the Chief Executive Officer (or Managing Director);
• ratifying the appointment and/or removal, and contributing to the performance assessment of senior management, including the Chief Financial Officer and the Company Secretary;
• reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct, and legal compliance;
• monitoring and approving financial and other compliance reporting, and liaison with the Company's auditors;
• monitoring management's implementation of strategy, and ensuring appropriate resources are available; and
• approving and monitoring the progress of major capital expenditure and other significant corporate projects including any acquisitions and divestments.

The responsibilities delegated to senior executives include:

• development of corporate strategy, business plans and performance objectives;
• execution of the above, including development and implementation of systems, procedures and structures;
• management of operations, projects, staff and other resources; and
• reporting on performance.

All senior executives have formal job descriptions and letters of appointment describing their terms of appointment, duties, rights, responsibilities and entitlements on termination. The Executive Chairman reviews the performance of each senior executive at regular intervals according to relevant appropriate yardsticks.

The Corporate Governance Statement containing information on matters reserved for the board, matters delegated to senior executives, and the board charter is available to the public on the Company's corporate web site.

Structure of the board

The board has been structured to add value to the Company's circumstances.

Directors' independence

The board has deemed directors to be independent if they are free from any interest and any business or other relationship that could, or could reasonably be perceived to, materially interfere with their ability to act in the best interest of the Company.

Materiality for these purposes is determined on both quantitative and qualitative bases. An amount of over 5% of annual turnover of the Company or Group is considered quantitatively material for these purposes. A transaction of any amount or a relationship is deemed qualitatively material if knowledge of it may impact the shareholders' understanding of the director's performance. In addition, independent directors should hold less than 10% of the Company shares directly and indirectly.

All directors have undertaken to promptly inform the board of any changes in interests that may affect their independence.

In accordance with the above criteria, Philip Chan is considered non-executive independent director of the board.

Recommendation 2.1 states that the board should establish a nomination committee. Recommendation 2.4 requires a majority of the board to be independent directors. Recommendation 2.5 requires that the chairperson should be an independent director and the roles of chairperson and chief executive officer should not be exercised by the same individual. Recommendations 2.1, 2.4, and 2.5 were not followed by the Company during the reporting period. The board considers specific personal expertise and industry experience to be important attributes of board members and mindful of the resources available to the Company, believes that the composition of the board is appropriate given the size and business development of the Company at the present stage.

Performance assessment

The board undertakes an annual self-assessment of its collective performance and individual directors' performance.

Appointment and retirement of directors

The appointment and retirement of non-executive directors are determined by the board on a case by case basis and in conformity with all legal requirements. The directors may from time to time appoint one of their members to the office of Managing Director for a period not exceeding 5 years, and subject to the terms on any agreement entered into in any particular case, may revoke any such appointment.

The Company's governing constitution requires that all directors apart from the Managing Director are to be re-elected every three years, and at each annual general meeting at least one-third of all non-executive directors shall retire from office. Where eligible, a director may stand for re-election.

Independent professional advice

Independence is clearly delineated by the separation of executive and non-executive directors. It is the board's policy that all directors in the exercise of their duties and responsibilities have the right to seek independent professional advice at the Company's expense. Prior consent of the Chairman is required and professional advice obtained is to be made available to the board.

A Corporate Governance Statement containing information on procedures for the appointment and retirement of directors, assessment of their independence and performance, and provision for independent professional advice is available to the public on the Company's corporate web site.

Code of conduct - Ethical standards

The Company is committed to the highest standard of business and ethical conduct. The board has adopted a Code of Conduct setting out the standards required for executives, management and employees in the exercise and performance of their duties and responsibilities.

The Code of Conduct provides that all employees are to:

• act in the best interest of the Company;
• act with integrity, fairness and honesty;
• comply with the law;
• avoid conflict of interests;
• maintain confidentiality of the Company's business dealings; and
• be accountable for their own actions.

Equity participation

The Company encourages directors, employees and related parties to own shares in the Company.

Diversity Policy

Diversity includes, but is not limited to, gender, age, ethnicity and cultural background. The Company is committed to diversity and recognises the benefits arising from employee and board diversity and the importance of benefiting from all available talent. Accordingly, the Company has established a diversity policy.

This diversity policy outlines requirements for the board to develop measurable objectives for achieving diversity, and annually assess both the objectives and the progress in achieving those objectives. Due to the small number of employee and board, the objectives of the diversity including gender diversity could not be met.

Securities Trading Policy

The Company's internal control policies require all directors and employees to observe confidentiality of information on negotiations and developments of the Company until announced to the Australian Securities Exchange (ASX). The Company's securities trading policy further provides that directors, employees and related parties should not deal in securities in the Company while in possession of any information which if generally available might have a material effect on the value of such securities. Directors and employees are advised only to deal in the Company's shares after a reasonable time gap has elapsed following the issue of an announcement to ASX. These requirements are included in the Employee Handbook given to all new employees.

A Corporate Governance Statement containing information on the Company's code of conduct and policy on trading in the Company's securities for directors, senior executives and other employees, is available to the public on the Company's corporate web site.

Audit Committee

During the financial year ended 30 June 2017, the Audit Committee was chaired by Richard Li, the executive chairman. Due to the small number of directors available, the requirements of Recommendation 4.1 on the number of members and independence of directors on the Audit Committee could not be met.

The charter/principal functions of the Audit Committee are to:

• establish and monitor the effectiveness of internal control procedures;
• review interim and annual financial statements of the Company;
• appoint, remove and review the scope and performance of external auditors;
• review external audit reports against internal risk management practices;
• ensure compliance in financial matters with all legal and regulatory requirements;
• review and monitor internal procedures for compliance with laws, regulations and industry guidelines affecting the Company's businesses;
• liaise with industry groups of which the Company is a member and developing and recommending policies to the board in connection with the Company's role as an industry advocate; and
• monitor changes to the law and regulation of the media and Internet industries and recommending to the board operational and policy responses to such changes.

External auditors

The Audit Committee meets with the external auditor twice each year in the course of the preparation of the half-year and full year financial reports to ensure that these have been prepared in accordance with the Corporations Act and ASX requirements.

The Audit Committee receive from the external auditor each year a statement confirming that the conduct of the audit meets required auditing standards including those on independence and rotation of external audit engagement partners.

The external auditor is requested to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the audit report.

Corporate reporting

The Executive Chairman and Chief Financial Officer are required, in relation to annual and half-yearly financial reports, to make the following certifications to the board:

• that the Company's financial reports are complete and present a true and fair view, in all material respects, of the financial condition and operational results of the Company and the consolidated entity and are in accordance with the relevant accounting standards
• that the above statement (including the Corporations Act S.295A declaration) is founded on a sound system of risk management and internal compliance and control and which implements the policies adopted by the board, and the Company's risk management and internal compliance and control is operating efficiently and effectively in all material respects in relation to financial risk reporting.

Continuous disclosure and shareholder communication

The Company has established policies and procedures on information disclosure that focus on continuous disclosure of any information concerning the Company and its controlled entities that a reasonable person would expect to have a material effect on the price of the Company's securities. These policies and procedures also include the arrangements the Company has in place to promote communications with shareholders and encourage effective participation at general meetings.

The Company Secretary has been nominated as the person responsible for communications with the ASX. This role includes responsibility for ensuring compliance with the continuous disclosure requirements in ASX Listing Rules and overseeing and co-ordinating information disclosure to ASX, analysts, brokers, shareholders, the media and the public.

All information disclosed to ASX is posted on the Company's web site as soon as it is disclosed to ASX. Procedures are established to ensure any information provided to analysts or media during briefings is also immediately released to ASX.

All shareholders receive a full copy of the Company's annual report. Other measures to facilitate communication with shareholder include making all Company announcements, media briefings, press releases, details of general meetings, and the annual report for the last year available on the Company's website.

A copy of the Company's Corporate Governance Statement, including policies on continuous disclosure and shareholder communication are posted on the Company's corporate website.

Shareholders are entitled to vote on significant matters impacting on the business, which include the election and remuneration of directors, changes to the constitution and receipt of annual and interim financial statements. Shareholders are strongly encouraged to attend and participate in the Annual General Meetings of the Company, to lodge questions to be responded by the board, and are able to appoint proxies.

Risk management

The board are primarily responsible for the identification and monitoring of principal risks faced by the business. The Company is continuously undertaking detailed reviews of potential risks in the ever-changing market. The Company has sound internal management control procedures that require regular reporting of the nature of those risks to the board, and practical measures that mitigate against those risks.

A copy of the Company's Corporate Governance Statement, including policies on risk management and internal controls are posted on the Company's corporate website.

Remuneration Policies and Committee

The Company's policies on remuneration, including entitlements and restrictions under any equity based remuneration schemes, are detailed in the Remuneration Report of the Annual Report to shareholders.

During the financial year ended 30 June 2017, the Remuneration Committee was chaired by Richard Li, the executive chairman. Due to the small number of directors available, the requirements of Recommendation 8.1 on the number of members and independence of directors on the Remuneration Committee could not be met.

The committee reviews the remuneration arrangements for all directors taking into account the range of skills, experience and expertise of the current members, and the resources available to and required by the Company.