Overview

The Board is responsible for the corporate governance of the Company and guides and monitors the Company’s business on behalf of its shareholders. The Company and its Board are fully committed to achieving and demonstrating the highest standards of accountability and transparency in their reporting and see the continued development of the Company’s corporate governance policies and practices as fundamental to the Company’s successful growth.

In accordance with the AIM Rules for Companies, the Company is required to follow a recognised corporate governance code. The Company has adopted the Corporate Governance Principles and Recommendations (4th Edition) published by the ASX Corporate Governance Council (the “CGPR”), to the extent deemed relevant and practical. The Company, in accordance with Rule 26 of the AIM Rules for Companies, has included on its website a statement setting out the extent of the Company’s compliance with the CGPR, which is reviewed on an annual basis, and as an entity listed on the ASX, the Company is required to report any departures from the recommendations in the CGPR in its annual report and financial statements. The Company intends to comply with the CGPR other than as set out below in ‘Departures from the CGPR’.

The Company is not required to comply with the provisions of the UK Corporate Governance Code, issued from time to time by the Financial Reporting Council.

Charters, Policies and Committees

Together with the Constitution, the following charters and policies have been adopted by the Company to achieve a high standard of corporate governance:

• Board Charter
• Corporate Code of Conduct
• Risk and Audit Committee Charter
• Remuneration and Nomination Committee Charter
• Regulatory Compliance Committee Charter
• Shareholder Communications Policy
• Social Media Policy
• Securities Trading Policy
• Continuous Disclosure Policy
• AIM Rules Compliance Policy
• Whistleblower Policy
• Anti-Bribery and Anti-Corruption Policy

These documents can be found here.

Securities Trading Policy

In order to comply with UK MAR, the DTRs, the AIM Rules for Companies, the ASX Listing Rules and the Corporations Act, the Company has adopted a Securities Trading Policy in relation to the Ordinary Shares and other securities in the Company. The policy outlines the law on insider trading in Australia and the United Kingdom and the restrictions on dealing which could materially affect the value of the Ordinary Shares, including preventing the misuse of unpublished information and the prohibition on short term or speculative trading. The policy also provides that a designated person (being Directors, senior executives or any other person who becomes aware of inside information pursuant to their role in the Company) must seek the approval from the Chair (or the Board, if the relevant designated person is the Chair) before dealing in the Company’s Ordinary Shares, and that designated persons may not deal in Ordinary Shares during closed trading periods or if they know, or ought reasonably to know, of any inside information in respect of the Company.

In exceptional circumstances, and on request from a designated person, the Chair of the Company (or the Board, if the designated person is the Chair) may give written approval for the designated person to dispose or transfer their Ordinary Shares during a closed trading period. Exceptional circumstances include financial hardship on the designated person or where the designated person is required by court order to dispose of their Ordinary Shares.

Continuous Disclosure Policy

The Company has adopted a Continuous Disclosure Policy to ensure that the Company, as a minimum, complies with its continuous disclosure obligations under the Corporations Act, the ASX Listing Rules, UK MAR, the DTRs and the AIM Rules for Companies as applicable to the Company; provides Shareholders and the market with timely, direct and equal access to information issued by the Company; and promotes investor confidence in the integrity of the Company and its securities. The Company has an obligation to keep the market fully informed of any information it becomes aware of which may have a material effect on the price or value of the Ordinary Shares, or would otherwise constitute inside information, and make all required securities exchange filings. The policy outlines the obligations of Company’s officers with respect to disclosure as well as any exemptions which may apply, including the ability of the Company to delay the disclosure of inside information where permitted under UK MAR

Renumeration and Nomination Committee

The Renumeration and Nomination Committee will convene at least twice a year having regard to the occurrence of Board vacancies and when Director and executive remuneration is due for review. The committee will assist the Board in reviewing the structure, size, performance and composition of the Board, including developing and reviewing a formal transparent process for selection, appointment and re-appointment of Directors. In addition, the committee will review the terms of employment contracts and succession plans for the Directors, including the Chair and Chief Executive Officer and other senior executives. The committee will assist the Board in determining its responsibilities in relation to directors’ remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration, including setting the framework for individual renumeration packages of such persons including agreeing benefit packages.

The Nomination and Renumeration Committee is chaired by Mr Yeh and its other members are Mr Tambassis and Mr Vidler.

Risk and Audit Committee

The Risk and Audit Committee will convene at least four times a year. The committee will assist the Board with the overall risk management framework and financial reporting, including reviewing the Group’s financial statements and accounting policies, internal controls, whistleblowing, fraud and compliance, overseeing the relationship with the external auditors (including advising on appointment, agreeing scope of work and reviewing findings) and reviewing the effectiveness of the internal audit and internal controls in place within the Group.
The Risk and Audit Committee is chaired by Mr Jiang and the other members are Mr Tambassis and Mr McGirr.

Regulatory Compliance Committee

The Regulatory Compliance Committee (“RCC”), which comprises two members of the Board (one of whom, who must be an independent non-executive director will chair the RCC), along with Mr Chris Kominatos (in his role as Scientific and Regulatory Director) and Dr Sylvia Victor (in her role as General Manager – Cannabis) (or persons subsequently fulfilling their roles) as core members, will oversee, review and supervise the regulatory compliance of the Group and affiliated entities, including BSPS and the JV, with respect to the Group’s activities involving medicinal cannabis (“MC Activities”).

The RCC will also monitor the regulatory compliance of the Group’s supply chain parties for MC Activities, including the regulatory compliance of the upstream suppliers of cannabis plants, cannabis or cannabis resin to manufacturers of medicinal cannabis products supplied to the Group and the manufacturers of medicinal cannabis products supplied to the Group, and assist the Board in discharging its responsibilities relative to regulatory compliance of the Group’s MC Activities.
The RCC comprises of two directors, being George Karafotias and Andrew Vidler, Mr Chris Kominatos and Dr Sylvia Victor.

Departures from the CGPR

As noted above, to the extent applicable, in light of the Company’s size and nature, the Board has adopted the recommendations in the CGPR. However, the Board also recognises that full adoption of the CGPR may not be practical or provide the optimal result given the particular circumstances of the Company. The Company intends to comply with the recommendations in the CGPR other than to the extent set out below.

Except as set out below, the Company is in compliance with each of the recommendations under the CGPR:

• Recommendation 2.4: Independent directors do not make up a majority of the Company’s board.
• Recommendation 3.1: The Company has not articulated or disclosed its values. The Company is currently in the process of establishing its values.

The Company’s Corporate Governance Statement can be found here

Last updated: 21 March 2025