Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
September 26 2024 - 4:33PM
Edgar (US Regulatory)
null
Exhibit 99.1
Rules 4.7.3 and 4.10.3
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
| Name of entity |
| Alterity Therapeutics Ltd |
| ABN/ARBN |
|
Financial year ended: |
| 37 080 699 065 |
|
30 June 2024 |
Our corporate governance statement1 for the period
above can be found at:2
| ☐ |
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 26 September 2024 and has been approved by the board.
The annexure includes a key to where our corporate governance
disclosures can be located.3
| Date: |
26 September 2024 |
| |
|
| Name of authorised officer authorising lodgement: |
Phillip Hains |
1
“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3
which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular
reporting period.
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.
2
Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate
governance statement can be found. You can, if you wish, delete the option which is not applicable.
3
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable
and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection
and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
See notes 4 and 5 below for further
instructions on how to complete this form.
ASX Listing Rules Appendix 4G (current at 17/7/2020) | Page 1 |
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. |
☒ |
|
4 Tick the box in this column only if you
have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure
obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “insert
location” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert
“our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s)
of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should
insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).
5 If you have followed all of the Council’s
recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format
it.
ASX Listing Rules Appendix 4G (current at 17/7/2020) | Page 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 |
| 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 |
| 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/. |
|
ASX Listing Rules Appendix 4G (current at 17/7/2020) | Page 3 |
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 |
| 1.7 |
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/ |
|
ASX Listing Rules Appendix 4G (current at 17/7/2020) | Page 4 |
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. |
☒
We have disclosed the fact that
we do not have a nomination committee and the processes we employ 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 in the Corporate Governance Statement at:
https://alteritytherapeutics.com/investor-centre-2/ |
|
| 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/ |
|
ASX Listing Rules Appendix 4G (current at 17/7/2020) | Page 5 |
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 the 2024 Annual Report available at
https://alteritytherapeutics.com/investor-centre-2/
and, where applicable, the information referred to in
paragraph (b) in the 2024 Annual Report available at https://alteritytherapeutics.com/investor-centre-2/
and the length of service of each director in the 2024 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/ |
|
ASX Listing Rules Appendix 4G (current at 17/7/2020) | Page 6 |
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. |
☒
and we have disclosed our anti-bribery
and corruption policy at: https://alteritytherapeutics.com/investor-centre-2/ |
|
ASX Listing Rules Appendix 4G (current at 17/7/2020) | Page 7 |
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 charter of
the committee at: https://alteritytherapeutics.com/investor-centre-2/.
and the information referred to in paragraphs (4) and (5) in
the
Annual Report at https://alteritytherapeutics.com/investor-centre-2/
Note that the Company was not in the S&P All
Ordinaries Index or the S&P ASX 300 Index at the start of the financial year and was therefore not required to have an audit committee
under ASX LR12.7 or comply with recommendation 4.1. |
|
| 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. |
☒ |
|
ASX Listing Rules Appendix 4G (current at 17/7/2020) | Page 8 |
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. |
☒ |
|
| 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. |
☒ |
|
ASX Listing Rules Appendix 4G (current at 17/7/2020) | Page 9 |
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 charter of the committee
in the Board Charter at:
https://alteritytherapeutics.com/investor-centre-2/
and the information referred to in paragraphs (4) and (5)
in the 2024 Annual Report available at
https://alteritytherapeutics.com/investor-centre-2/ |
|
| 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/. |
|
| 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/. |
|
ASX Listing Rules Appendix 4G (current at 17/7/2020) | Page 10 |
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 |
| 7.4 |
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 in the 2024 Annual Report available at
https://alteritytherapeutics.com/investor-centre-2/
and, if we do, how we manage or intend to manage those
risks in the 2024 Annual Report available at https://alteritytherapeutics.com/investor-centre-2/ |
|
ASX Listing Rules Appendix 4G (current at 17/7/2020) | Page 11 |
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/
Note that the Company was not in the S&P ASX 300
Index at the start of the financial year and was therefore not required to have a remuneration committee under ASX LR 12.8 or comply with
recommendation 8.1. |
|
| 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/ |
|
ASX Listing Rules Appendix 4G (current at 17/7/2020) | Page 12 |
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