Announcement PDF ABN 16 165 160 841 ASX RELEASE 30 May 2023 2023 Corporate Governance Statement Amplia Therapeutics Limited (ASX: ATX) today releases its 2023 Corporate Governance Statement. This ASX announcement was approved and authorised for release by the Board of Amplia Therapeutics. - End Investor Contact: Dr Chris Burns Chief Executive Officer chris@ampliatx.com Media Contact: H^CK Director, Haley Chartres haley@hck.digital +61 423 139 163 About Amplia Therapeutics Limited Amplia Therapeutics Limited is an Australian pharmaceutical company advancing a pipeline of Focal Adhesion Kinase (FAK) inhibitors for cancer and fibrosis. FAK is an increasingly important target in the field of cancer immunology and Amplia has a particular development focus in fibrotic cancers such as pancreatic cancer. FAK also plays a significant role in a number of chronic diseases, such as idiopathic pulmonary fibrosis (IPF). For more information visit www.ampliatx.com and follow Amplia on Twitter (@ampliatx) and LinkedIn. Level 17, 350 Queen Street, Melbourne VIC 3000 Email info@ampliatx.com www.ampliatx.com CORPORATE GOVERNANCE STATEMENT This statement has been approved by the Board of the Company. The statement has been prepared as of 30 May 2023 with reference to the 4th Edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations. PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT RECOMMENDATION 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. The Company has a Board Charter. The roles and responsibilities of the Board are set out in a Board Charter which is available on the Company’s website. The Board of Directors has been charged by shareholders with overseeing the affairs of the Company to ensure that they are conducted appropriately and in the interests of all shareholders. The Board defines the strategic goals and objectives of the Company as well as broad issues of policy and establishes an appropriate framework of Corporate Governance within which the Board members and management must operate. The Board reviews and monitors management and the Company’s performance. The Board has also taken responsibility for establishing control and accountability systems/processes and for monitoring senior executive performance and implementation of strategy. The Board is responsible for the overall direction of the Company. The primary goal set by the Board is the enhancement of long term shareholder value. In the pursuit of its stated goal, the ATX Board is responsible for: - oversight of the Company, including its control and accountability systems; setting the Company’s major goals including the strategies and financial objectives to be implemented by management; appointing, removing and monitoring the performance of the CEO or Managing Director; ratifying the appointment and, where appropriate, the removal of the Chief Financial Officer and/or Company Secretary; input into and final approval of management’s development of corporate strategy and performance objectives; reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct, and legal compliance; monitoring senior management’s performance and implementation of strategy, and ensuring appropriate resources are available; approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and divestitures; approving and monitoring financial and other reporting; and corporate governance. Management is charged with the day to day running and administration of the Company consistent with the objectives and policies as set down by the Board. Within this framework, the CEO & Managing Director is directly accountable to the Board for the performance of the management team. The Board has delegated responsibility to the CEO & Managing Director for: - developing and implementing corporate strategies and making recommendations on significant corporate strategic initiatives; - maintaining an effective risk management framework and keeping the Board and market fully informed about material risks; developing annual budgets, recommending it to the Board for approval and managing day-today operations within the budget; managing day-to-day operations in accordance with standards for social and ethical practices which have been set by the Board; making recommendations for the appointment of senior management, determining terms of appointment, evaluating performance, and developing and maintaining succession plans for senior management roles; and approval of capital expenditure and business transactions within predetermined limits set by the Board. RECOMMENDATION 1.2 A listed entity should: (a) (b) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a Director; and provide security holders with all material information in its possession relevant to a decision whether or not to elect or re-elect a Director. The Company does undertake detailed checks before it appoints a person, or puts forward to shareholders a new candidate for election, as a Director. These checks include references as to the person’s character, experience and education. The Company also proposes to check criminal records and bankruptcy history for potential new Board members in the future. The Company will include all material information in its possession relevant to a decision whether or not to elect or re-elect a Director in the relevant Notice of Meeting. Information relating to each of the Directors is also provided on the Company’s website. RECOMMENDATION 1.3 A listed entity should have a written agreement with each Director and senior executive setting out the terms of their appointment. The Company has established written agreements with each director which set out the terms of their appointment. Directors are not appointed for a fixed term but are, excluding any Managing Director, subject to reelection by shareholders at least every three years in accordance with the Constitution of the Company. A Director appointed to fill a casual vacancy or as an addition to the Board, only holds office until the next general meeting of shareholders and must then retire. After providing for the foregoing, one-third of the remaining Directors (excluding any Managing Director) must retire at each Annual General Meeting of shareholders. The Company also maintains written agreements with each of its senior executives which set out the terms of their appointment. RECOMMENDATION 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. The Company Secretary has been appointed on the basis that he will be accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. ATX - 2023 Corporate Governance Statement FINAL 300523 Page 2 of 15 All Directors of the Board have access to the Company Secretary who is appointed by the Board. The Company Secretary reports to the Chairman, in particular on matters relating to corporate governance. RECOMMENDATION 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.31 Due to the scope and size of the Company's operations, the Board does not have a formal diversity policy. The Company believes that the promotion of diversity on its Board and within the organisation generally is good practice. The Board acknowledges the benefits of and will seek to achieve diversity during the process of employment at all levels without detracting from the principal criteria for selection and promotion of people to work within the Company based on merit. The Board believes that there is no detriment to the Company in not adopting a formal diversity policy or in not setting gender diversity objectives given the current nature and scale of its operations. The Board is currently comprised of 3 men and 1 woman. The Company has 5 senior executives who report directly to the CEO & Managing Director. Of these 5 senior executives 2 are men and 3 are women. RECOMMENDATION 1.6 A listed entity should: (a) (b) have and disclose a process for periodically evaluating the performance of the Board, its committees and individual Directors; and disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period. The Company does not have a formal process for evaluating the performance of the Board, its committees or individual Directors. The Board has adopted a self-evaluation process to measure its own performance. The Chairman meets periodically with Directors to discuss the performance of the Board. ATX - 2023 Corporate Governance Statement FINAL 300523 Page 3 of 15 The self-evaluation process involves consideration of all of the Board’s key areas of responsibility and accountability and is based on an amalgamation of factors including capability, skill levels, understanding of industry complexities, risks and challenges, and value adding contribution to the overall management of the business. The Board believes that this approach is appropriate given its size and the nature of the Company’s operations. A formal performance evaluation was undertaken in the first quarter of 2022 with the next evaluation scheduled for the final quarter of 2023. RECOMMENDATION 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. The Remuneration Committee and the Chair establish Key Performance Indicators (KPI) for the CEO & Managing Director and assesses performance against those KPI on an annual basis. These KPI are established with reference to the Company’s goals, budgets, and set objectives. The CEO & Managing Director establishes KPI for all staff in consultation with the Remuneration Committee and assesses performance against those KPI on an annual basis. The Company has completed formal performance evaluations against established KPI for its senior executives in respect of the year ended 31 March 2023. The Company is in the process of formulating specific KPI for its senior executives in respect of the year ended 31 March 2024. PRINCIPLE 2: STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE RECOMMENDATION 2.1 The Board of a listed entity should: (a) have a nomination committee which: (1) (2) has at least three members, a majority of whom are independent Directors, and is chaired by an independent director; and disclose (3) (4) (5) (b) the charter of the committee the members of the committee; and 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 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 ATX - 2023 Corporate Governance Statement FINAL 300523 Page 4 of 15 Due to the small size of the Company and the number of Board members, the Board does not have a formal nomination committee structure. Any new Directors will be selected according to the needs of the Company at that particular time, the composition and the balance of experience on the Board as well as the strategic direction of the Company. Where a vacancy arises or it is considered appropriate to vary the composition of the Board of Directors, the full Board generally participates in any review of the Board’s composition and the qualifications and experience of candidates. Directors are selected upon the basis of their specialist skills and business background so as to provide an appropriate mix of skills, perspective and business experience. At each annual general meeting, the following Directors retire and may offer themselves for reelection: i. ii. iii. one third of Directors (excluding the MD or CEO, if he/she is a Director, if any); Directors appointed by the Board to fill casual vacancies or otherwise; and Directors who have held office for more than three years since the last general meeting at which they were elected. RECOMMENDATION 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. The Company has prepared a formal Board skills matrix which identifies the mix of skills that the Board currently has or is looking to achieve in its membership. The composition of the Board is reviewed from time to time considering the length of service on the Board, age, qualification and experience, any requirements of the Company's constitution, and in light of the needs of the Company and direction of the Company, together with such other criteria considered desirable for composition of a balanced Board and the overall interests of the Company. Details of each Directors experience and length of service can be found on the Company’s website and are reported in the Company’s Financial Report on an annual basis. RECOMMENDATION 2.3 A listed entity should disclose: (a) (b) (c) the names of the directors considered by the Board to be independent directors; if a director has an interest, position, association 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, association or relationship in question and an explanation of why the Board is of that opinion; and the length of service of each director. Dr. Robert Peach and Mrs. Jane Bell are both considered by the Board to be independent directors as they are free from any business or other relationship that could materially interfere, or reasonably be perceived to interfere, with the independent exercise of their judgement. Dr. Warwick Tong is also considered by the Board to be an independent Director. Dr. Tong was one of the original vendors of the Amplia business to the Company in May 2018 however Dr. Tong is now considered to be independent as this was some 5 years ago. The Board has adopted a series of safeguards to ensure that independent judgement is applied when considering the business of the Board: (i) Directors are entitled to seek independent professional advice at the Company's expense. Prior written approval of the Chairman is required but this is not unreasonably withheld. ATX - 2023 Corporate Governance Statement FINAL 300523 Page 5 of 15 (ii) (iii) Directors having a conflict of interest with an item for discussion by the Board must absent themselves from a Board meeting where such item is being discussed before commencement of discussion on such topic. The independent Directors confer on a "needs" basis with the Chairman, if warranted and considered necessary by the independent directors. The Board considers Non-Executive directors to be independent even if they have minor dealings with the Company, provided they are not a substantial shareholder. Transactions with a value in excess of 5% of the Company's annual operating costs are considered material. A Director will not be considered independent if he/she is involved in transactions with the Company that are in excess of this materiality threshold. Details of each Director’s experience and length of service can be found on the Company’s website and are reported in the Company’s Financial Report on an annual basis. RECOMMENDATION 2.4 A majority of the Board of a listed entity should be independent directors. As at the date of this statement a majority of the Board are considered to be independent Directors. RECOMMENDATION 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. Dr. Warwick Tong was appointed to the Board on 4 May 2018 and was appointed as Chairman of the Board on 25 May 2018. Dr. Tong is now considered by the Board to be an independent Director and he is not the same person as the CEO. Dr. Tong has 20 years of international clinical, commercial, and drug development leadership experience in both the pharmaceutical and biotechnology industries and accordingly has particularly relevant expertise and experience to chair the Board. The Board believes that Dr. Tong’s leadership is of particularly significant value to the Company as it advances through its clinical development phase. RECOMMENDATION 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. The Company has established a process for inducting new Directors which includes the provision of all relevant Company policies and procedures and minutes of previous Board and Committee meetings . In addition new Directors are briefed by the Chair, the CEO and Managing Director and the CFO on ongoing operational matters, business prospects, competitive environment, the financial position of the Company and the Company’s ongoing approach to Corporate Governance matters. Directors are encouraged to pursue appropriate professional development opportunities to develop and maintain their skills and knowledge in order to perform their role as Directors effectively. All Board members have access to professional independent advice at the Company's expense, provided they first obtain the Chairman's approval, with such approval not being withheld unreasonably. ATX - 2023 Corporate Governance Statement FINAL 300523 Page 6 of 15 PRINCIPLE 3: INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY RECOMMENDATION 3.1 A listed entity should articulate and disclose its values. The Board has approved a statement of values which is disclosed on the Company’s website. RECOMMENDATION 3.2 A listed entity should: (a) (b) have and disclose a code of conduct for its directors, senior executives and employees; and ensure that the board or a committee of the board is informed of any material breaches of that code. The Company has a Code of Conduct and Ethics which applies to all Directors, senior executives and employees and is available on the Company’s website. The Directors, senior executives and employees of the Company are expected to: (i) comply fully with the content and spirit of all laws and regulations which govern the operations of the Company; (ii) act with high standards of honesty, integrity, fairness and equity; (iii) not knowingly participate in any illegal or unethical activity; (iv) not enter into any arrangement or participate in any activity that would conflict with the interests of the Company or prejudice the performance of professional duties; (v) use the Company's assets responsibly and in the interests of the Company, not take advantage of property, information or position for personal gain or to compete with the Company; (vi) to keep non-public information confidential except where disclosure is authorised or legally mandated; and (vii) be responsible and accountable for their actions and report any unethical behaviour. The Code stipulates that the Secretary must notify the Board of any material breaches of the Code. RECOMMENDATION 3.3 A listed entity should: (a) (b) have and disclose a whistleblower policy; and ensure that the board or a committee of the board is informed of any material incidents reported under that policy. The Company has a Whistleblower Policy which is disclosed on the Company’s website. The Policy stipulates that the Board will be informed of any material incidents reported under the Policy, subject to the confidentiality provisions of the Policy. RECOMMENDATION 3.4 A listed entity should: (a) (b) have and disclose an anti-bribery and corruption policy; and ensure that the board or a committee of the board is informed of any material breaches of that policy. ATX - 2023 Corporate Governance Statement FINAL 300523 Page 7 of 15 The Company has an Anti-Bribery and Corruption Policy which is disclosed on the Company’s website. The Policy stipulates that the Secretary must notify the Board of any material breach of this Policy. PRINCIPLE 4: SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS RECOMMENDATION 4.1 The board of a listed entity should: (a) have an audit committee which: (1) (2) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and is chaired by an independent director, who is not the chair of the board, and disclose: (3) (4) (5) (b) the charter of the committee; the relevant qualifications and experience of the members of the committee; and 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 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. The Audit Committee is currently comprised of Mrs. Jane Bell and Dr. Warwick Tong. Due to the small size of the Company and the number of Board members, the committee is not comprised of three members. Mrs. Bell is the Chair of the Audit Committee and is an independent director. The role of the Audit Committee is to: (i) (ii) (iii) (iv) monitor and review the integrity of the financial reporting of the Company, reviewing significant financial reporting judgments; review the Company's internal financial control system and risk management systems; monitor, review and oversee the external audit function including, matters concerning appointment and remuneration, independence and non-audit services; and perform such other functions as assigned by law or the Company's Constitution. The Audit Committee may seek provision of educational information on accounting policies and other financial topics relevant to the Company to assist in fulfilling its duties. Further, the Audit Committee may seek explanations and additional information from the Company's external auditors, without management present, when required. When considered necessary or appropriate, the Audit Committee may conduct or authorise investigations and may retain independent legal, accounting or other advisors. Other matters relating to the operation and authority of the Audit Committee are set out in the Audit Committee Charter, which is available on the Company’s website. ATX - 2023 Corporate Governance Statement FINAL 300523 Page 8 of 15 Details relating to the relevant qualifications and experience of the members of the committee and the number of times the committee met throughout the reporting period and the individual attendances of the members at those meetings are set out on an Annual Basis in the Directors Report contained in the Company’s Year End Financial Report which is released to the market and posted on the Company’s website. RECOMMENDATION 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. The Company's CEO & Managing Director and Chief Financial Officer report in writing to the Board on a yearly and half-yearly basis confirming that: (i) (ii) (iii) the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards; the Company's financial statements are complete and present a true and fair view, in all material respects, of the financial condition and performance of the Company; and the above statement is founded on a sound system of internal control and risk management which implements the policies adopted by the Board and that the Company's risk management and internal controls are operating effectively in all material respects. RECOMMENDATION 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. The Company is required to release quarterly cashflow statements to the market which are not audited or reviewed by an external auditor. These cashflow statements are reviewed by the Audit Committee and the full Board prior to their release to the market. PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE RECOMMENDATION 5.1 A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1. The Company has a Continuous Disclosure Policy which is available on the Company’s website. RECOMMENDATION 5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. The Company Secretary ensures that the Board receives copies of all material market announcements promptly after they have been made. ATX - 2023 Corporate Governance Statement FINAL 300523 Page 9 of 15 RECOMMENDATION 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. The Company Secretary ensures any new and substantive investor or analyst presentation is released on the ASX Market Announcements Platform ahead of the presentation. PRINCIPLE 6: RESPECT THE RIGHTS OF SECURITY HOLDERS RECOMMENDATION 6.1 A listed entity should provide information about itself and its governance to investors via its website. Information about the Company and its governance are available on the Company's website. The Company’s website provides detailed corporate information and has a specific section relating to corporate governance. RECOMMENDATION 6.2 A listed entity should have an investor relations program that facilitates effective two-way communication with investors. It is the Company's policy to communicate with shareholders and other stakeholders in an open, regular and timely manner so that the market has sufficient information to make informed investment decisions on the operations and results of the Company. The information will be communicated to the shareholders through: (i) (ii) (iii) (iv) (v) continuous disclosure announcements made to the Australian Securities Exchange; periodic shareholder updates and presentations; posting of financial results and announcements on the Company's website; posting of all results of clinical trials on the Company's website; and the calling of annual general meetings, and other meetings of shareholders, as required, and to obtain approval for Board action, as considered appropriate. Investors and other stakeholders are invited to subscribe to an email alert facility on the Company’s website so that they can receive material announcements which have been released by the Company to the market via an email in a timely manner. The Company’s website also provides links for direct email contact with the Company’s CEO & Managing Director, CFO and Company Secretary. RECOMMENDATION 6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. The Company does not have formal policies or process in place to facilitate or encourage participation at shareholder meetings. The Company will despatch a Notice of Meeting and Explanatory Statement to shareholders in accordance with statutory requirements. In addition details of any shareholder meeting will be posted on the Company’s website. Shareholders are encouraged to ask questions of the Board of Directors in relation to the matters to be considered at shareholders meetings and where appropriate relating to the operation of the Company. ATX - 2023 Corporate Governance Statement FINAL 300523 Page 10 of 15 RECOMMENDATION 6.4 A listed entity should ensure that all substantive resolutions at a meeting of security holders are decid