Tesserent Limited Annual Report 2021

Annual Report 2021 Tesserent Ltd 16 Corporate Governance Statement The Company has adopted systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the spirit of corporate governance commensurate with the Company’s needs. The Company has adopted The Corporate Governance Principles and Recommendations (4th edition) as published by the ASX Corporate Governance Council (ASX Recommendations). Consistent with prior years, the Board does not consider that all of the ASX Recommendations are appropriate for the Company, and where Tesserent has not followed an ASX Recommendation, this has been identified in the Corporate Governance Statement, together with the reasons why it has not been followed. The Board considers that the current board composition provides a cost effective and practical method of directing and managing the Company. The Board has been composed with consideration to the experience, skill sets and capabilities of each director and the combined capabilities required for an ASX-listed cybersecurity business. As Tesserent’s activities develop in size, nature, and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be revisited. The Company’s corporate governance policies and practices are outlined below and the Company’s full Corporate Governance Plan is available in a dedicated corporate governance information section of the Company’s website: www.tesserent.com. a. Code of Conduct – This policy sets out a statement of the shared values of the Company and how the Company conducts itself and its business. b. Board Charter – This policy sets out the principles for the operation of the Board and describes the functions of the Board and those functions delegated to management of the Company. c. Selection and Appointment of New Directors Policy – This policy ensures that the procedure when selecting and appointing new Directors is formal and transparent. d. Board and Senior Executive Evaluation Policy – This policy sets out the process relating to performance and evaluation of the Board, senior executives and individual Directors. e. Appointment of External Auditor Policy – This policy summarises the conditions on which the Company will select an external auditor. f. Continuous Disclosure Policy – This policy sets out certain procedures and measures which are designed to ensure that the Company complies with its continuous disclosure obligations. g. Trading Policy – This policy is designed to maintain investor confidence in the integrity of the Company’s internal controls and procedures and to provide guidance on avoiding any breach of the insider trading laws. h. Anti-Bribery Policy – This policy sets out the practices which the Company follows to ensure compliance by the Company, its Directors, Senior Executives and employees with the anti-bribery or anticorruption laws in the jurisdictions that the Company operates. i. Shareholder Communications Policy – This policy sets out practices which the Company will implement to ensure effective communication with its Shareholders. j. Diversity Policy – This policy sets out the Company’s objectives for achieving diversity amongst its Board, management and employees. k. Audit and Risk Management Committee Charter – This policy sets out the objectives and procedures for the Audit and Risk Management Committee when it is in operation. l. Nominations and Remuneration Committee Charter – This policy sets out the objectives and procedures for the Nominations and Remuneration Committee when it is in operation.