Policies and Charters

Scroll down to learn more

Corporate Governance Statement

Splitit Payments Ltd
ARBN 629 557 982
(Company)

A foreign company registered
in its original jurisdiction of
Israel as Splitit Ltd

Corporate Governance Statement

This Corporate Governance Statement discloses the extent to which the Company followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4th Edition (Recommendations) during the reporting period ended 31 December 2021 (Reporting Period). The Recommendations are not mandatory, however the Recommendations that will not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of
the Recommendations. The Board of the Company currently has in place corporate governance policies and charters which have been posted in a dedicated corporate governance information section on the Company’s website at https://www.splitit.com/investors/company-policy/policies-charters/.

Note on External Directors

The Company is incorporated in Israel and is governed by the Israeli Companies Law (Companies Law). Under the Companies Law, the Company is required to have at least two directors who qualify as “external directors” under the Companies Law (External Directors). The definition of an External Director under the Companies Law includes a set of statutory criteria that must be satisfied, including criteria whose aim is to ensure that there is no factor that would impair the ability of the External Director to exercise independent judgment. The External Directors of the Company do not have to be Israeli residents (since the securities of the Company have been offered outside of Israel). Section 10.1(c) of the Company’s replacement prospectus dated 20 December 2018 contains further information in relation to the Companies Law provisions relating to External Directors. Although there is no binding legal definition of an “independent director” for the purposes of the Corporations
Act and the Listing Rules, it is generally expected that directors who are classified as External Directors under the Companies Law would be considered “independent” for the purposes of ASX Recommendations. During the Reporting Period, Ms Dawn Robertson and Mr Thierry Denis, Mr Scott Mahoney and Ms Vanessa LeFebvre Robinson served as the External Directors of the Company for the purposes of the Companies Law. As at the end of the Reporting Period, Mr Thierry Denis, Mr Scott Mahoney and Ms Vanessa LeFebvre Robinson were the External Directors of the Company for the purposes of the Companies Law.

RECOMMENDATIONS (4TH EDITION)  COMPLY  EXPLANATION
1 Lay solid foundations for management and oversight
1.1 (a) A listed entity should have and disclose a board charter
which sets out the respective roles and responsibilities
of the Board, the Chair and management, and includes
a description of those matters expressly reserved to the
Board and those delegated to management.
Yes The respective roles and responsibilities of the board of directors
(Board) and management are defined under the Board Charter, a copy
of which is available on the Company’s website at
https://www.splitit.com/investors/governance/policies-and-charters/board-charter/.
There is a clear delineation between the Board’s responsibility for the
Company’s strategy and activities, and the day-to-day management of
operations conferred upon officers of the Company.
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.
Yes The process for selection, appointment, and re-appointment of directors
is detailed in the Remuneration and Nomination Committee Charter, a
copy of which is available on the Company’s website at
https://www.splitit.com/investors/governance/policies-and-charters/remuneration-and-nomination-committee-charter/.
Under the Remuneration and Nomination Committee Charter, the
Remuneration and Nomination Committee is required to undertake
appropriate checks before appointing a person or putting forward to
shareholders a new candidate for election, as a director.
Further, shareholders are required to be provided with all material
information in the Committee’s possession relevant to a decision on
whether or not to elect or re-elect a director including biographical
details, qualifications, a statement as to whether the Board supports the
nomination of the director, the degree of independence of the director,
and details of any existing directorships held.
1.3 A listed entity should have a written agreement with each Director and senior executive setting out the terms of their Appointment. Yes The Company has entered into 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. Yes The Company’s local agent, cdPlus Corporate Services Pty Ltd, is
responsible for all company secretarial duties and reports directly to the
Chair of the Board.
During the Reporting Period, Spiro Pappas was the Chair of the Board
for the period 1 January 2021 to 8 February 2021. Dawn Robertson was
appointed Chair effective immediately on and from 8 February 2021.
The role of the company secretary is outlined in the Board Charter, a
copy of which is available on the Company’s website at https://www.splitit.com/investors/governance/policies-and-charters/board-charter/.
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:
(i) the measurable objectives set for that period to
achieve gender diversity;
(ii) the entity’s progress towards achieving those
objectives; and
(iii) 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 the Workplace Gender Equality 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.
Partially The Company has adopted a Diversity Policy, a copy of which is
available on the Company’s website at https://www.splitit.com/investors/governance/policies-and-charters/diversity-policy/.
The Diversity Policy requires the Board to establish measurable
objectives to assist the Company to achieve gender diversity and to
assess the Company’s progress in achieving these objectives.
The Remuneration and Nomination Committee reports to the Board on
the Company’s progress towards achieving its measurable objectives
each year.
The Board considers that the requirements of the Company’s Diversity
Policy are sufficient for the Company’s present circumstances to ensure
gender diversity remains a priority in the Company’s growth and
business strategies. The Company remains committed to adopting goals
that are appropriate for the Company’s current size while pursuing
diversity goals as it grows.
The Board assessed the gender diversity of the Company during the
Reporting Period and discloses the following proportions of men and
women, as at the date of this Corporate Governance Statement:
(i) whole organisation: 46 men and 31 women;
(ii) senior executive positions: 4 men and 2 women;
(iii) Board: 3 men and 2 women.
The Board considers a ‘senior executives’ to be those roles which report
to the Chief Executive Officer or the Board.
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.
Yes Under the Board Charter, the Board is required, at least once per year,
with the advice and assistance of the Remuneration and Nomination
Committee, to review and evaluate the performance of the Board, its
Committees and individual directors against the relevant charters,
corporate governance policies, and agreed goals and objectives (as
applicable).
During FY21, the Company engaged an independent third-party
consulting firm to undertake an evaluation of the Board, its Committees
and individual directors in accordance with the Board Charter regarding,
among other things, the skills sets of the Board of Directors, to develop
a framework and skill-set matrix for the Board. As a result of the thorough
evaluation conducted, during the Reporting Period, the Board has
focused on actioning any recommendations arising from the evaluation
and continues to evaluate the performance of the Board, its
Committees and individual Directors internally on an ongoing basis
as required.
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.
Yes Under the Board Charter, the Board (with the advice and assistance of
the Remuneration and Nomination Committee) is responsible for
reviewing and approving the performance of the members of the
executive leadership team.
During FY21, the Company undertook an internal review of its
performance evaluation practices in respect of senior executives and
adopted a company-wide policy setting out the process for periodically evaluating the performance of its senior executives. During the
Reporting Period and in accordance with the policy, the Company
undertook a review of the performance of the Company’s senior
executives.
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:
(i) has at least three members, a majority of whom are independent Directors; and
(ii) is Chaired by an independent Director, and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) 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.
Yes The Board has established a Remuneration and Nomination Committee
to oversee the selection and appointment practices of the Company.
The Remuneration and Nomination Committee is governed by a
Remuneration and Nomination Committee Charter, which is available on
the Company’s website at https://www.splitit.com/investors/governance/policies-and-charters/remuneration-and-nomination-committee-charter/.
As at the date of this Corporate Governance Statement, the
Remuneration and Nomination Committee is comprised of:
• Thierry Denis (Chair and Independent non-executive Director);
• Jan Koelble (Independent non-executive Director); and
• Vanessa LeFebvre Robinson (Independent non-executive Director).
The Company notes that Vanessa LeFebvre Robinson (Independent
non-executive Director) was appointed as a member of the
Remuneration and Nomination Committee on 27 April 2021. At that time,
Dawn Robertson ceased being the Chair of the Remuneration and
Nomination Committee and Thierry Denis was appointed Chair of the
Remuneration and Nomination Committee effective immediately.
In respect of the Reporting Period, the number of Remuneration &
Nomination Committee meetings and the individual attendances of the
members at those meetings are as follows:

Director Number Eligible to Attend Number Attended
Thierry Denis 8 8
Jan Koelble 8 7
Dawn Robertson 5 5
Vanessa LeFebvre Robinson 3 3

The Remuneration and Nomination Committee Charter prohibits a member of the Committee from being present for discussions at a Committee meeting on, or to vote on a matter regarding, his or her election, re-election, or removal.

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.
Yes Under the Remuneration and Nomination Committee Charter, the
Remuneration and Nomination Committee (or, in its absence, the Board)
is required to prepare a Board skills matrix setting out the mix of skills
that the Board currently has (or is looking to achieve) and to review the
skillset of the Board at least annually against the Board skills matrix to
ensure the appropriate mix of skills to discharge its obligations effectively
and to add value and to ensure the Board has the ability to deal with new
and emerging business and governance issues.
The Board skills matrix is annexed to this Corporate Governance
Statement.
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 or relationship of
the type described in Box 2.3 of the ASX Corporate
Governance Principles and Recommendations (4th
Edition), 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
Yes The Board assesses the independence of its directors against the
requirements for independence in the Board Charter which reflect the
independence criteria detailed in the ASX Corporate Governance
Principles.
Director independence is initially assessed upon each director’s
appointment and reviewed each year, or as required when a new
personal interest or conflict of interest is disclosed. Directors are required
to disclose all actual or potential conflicts of interest on an ongoing basis.
The Board considers that each of Mr Thierry Denis, Ms Dawn Robertson
Mr Jan Koelble, Mr Scott Mahoney and Ms Vanessa LeFebvre Robinson
are free from any interest, position, association or relationship that may
influence or reasonably be perceived to influence, the independent
exercise of the Director’s judgement and that each of them is able to fulfil
the role of independent Director for the purposes of the
Recommendations.
The length of service of each Director who served during the Reporting
Period is as follows:

  • Spiro Pappas – 20 January 2019 – 8 February 2021
  • Thierry Denis and Dawn Robertson – Appointed on 20 January2019
  • Brad Paterson – 21 January 2020 – 31 August 2021
  • Jan Koelble – Appointed on 21 January 2020
  • Scott Mahoney and Vanessa LeFebvre Robinson – Appointed on

27 April 2021

2.4 A majority of the Board of a listed entity should be independent Directors. Yes The Board consists of a majority of independent Directors consistent with Recommendation 2.4.
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. Yes The current Chair of the Board, Dawn Robertson, is considered an
independent director.
However, from 1 January 2021 to 8 February 2021, the Chair of the
Board, Spiro Pappas, was not considered to be an independent director
for ASX purposes due to his personal interest in the consultancy
agreement as disclosed in the Company’s Notice of Annual General
Meeting dated 30 September 2019.
Spiro Pappas ceased being the Chair of the Board on 8 February 2021
and Dawn Robertson was appointed Chair of the Board effectively
immediately.
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.
Yes In accordance with the Company’s Board Charter, the Remuneration
and Nomination Committee (or, in its absence, the Board) is responsible
for the approval and review of induction and continuing professional
development programs and procedures for Directors to ensure that they
can effectively discharge their responsibilities. The Company Secretary
is responsible for facilitating inductions and professional development,
including receiving briefings on material developments in laws,
regulations and accounting standards relevant to the Company.
Upon appointment, new directors will be subject to relevant induction
procedures to provide the incoming individual with sufficient knowledge
of the entity and its operating environment to enable them to fulfil their
role effectively.
3 Instil a culture of acting lawfully, ethically and responsibly
3.1 A listed entity should articulate and disclose its values. Yes As detailed in its Code of Conduct (available at
https://www.splitit.com/investors/governance/policies-and-charters/corporate-code-of-conduct/) the Company is committed to conducting all of its
business activities fairly, honestly with a high level of integrity, and in
compliance with all applicable laws, rules and regulations. The Board,
management and employees are dedicated to high ethical standards
and recognise and support the Company’s commitment to compliance
with these standards.
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.
Yes The Company has adopted a Code of Conduct which applies to all
directors, officers and employees of the Company as well as a Securities
Trading Policy. Each of these has been prepared having regard to the
ASX Corporate Governance Principles and Recommendations and is
available on the Company’s website at https://www.splitit.com/investors/governance/policies-and-charters/corporate-code-of-conduct/)
3.3 A listed entity should:
(a) have and disclose a whistleblower policy; and
(a) ensure that the Board or a committee of the Board is
informed of any material incidents reported under that
policy.
Yes As an Israeli incorporated company, the Company is not legally required
to adopt a whistleblower policy under the Australian whistleblower laws.
Notwithstanding this, the Company supports the importance of adopting
an effective whistleblower policy. The Company has adopted a
Whistleblower policy which applies to all directors, officers and
employees of the Company. The policy has been prepared having
regard to the ASX Corporate Governance Principles and
Recommendations and is available on the Company’s website at
https://www.splitit.com/investors/governance/policies-and-charters/whistleblowers-policy/
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.
Yes The Company has adopted an Anti-bribery and corruption policy which
applies to all directors, officers and employees of the Company. The
policy has been prepared having regard to the ASX Corporate
Governance Principles and Recommendations and is available on the
Company’s website at https://www.splitit.com/investors/governance/policies-and-charters/anti-bribery-and-corruption-policy/
4 Safeguard the integrity of corporate reports
4.1 The Board of a listed entity should:
(a) have an audit committee which:
(i) has at least three members, all of whom are
non-executive Directors and a majority of whom are independent Directors; and
(ii) is Chaired by an independent Director, who is
not the Chair of the Board,
and disclose:
(iii) the charter of the committee;
(iv) the relevant qualifications and experience of the members of the committee; and
(v) 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.
Yes The Risk, Audit and Governance Committee is also governed by a Risk,
Audit and Governance Committee Charter, which is available on the
Company’s website at https://www.splitit.com/investors/governance/policies-and-charters/risk-audit-and-governance-committee-charter/.
The Company’s annual report details the relevant qualifications and
experience of the members of the Risk, Audit and Governance
Committee.
As at the date of this Corporate Governance Statement, the Risk, Audit
and Governance Committee is comprised of:
• Jan Koelble (Chair and Independent non-executive Director).
• Thierry Denis (Independent non-executive Director); and
• Scott Mahoney (Independent non-executive Director).
The Company notes that Dawn Robertson ceased to be a member of
the Risk, Audit and Governance Committee on 27 April 2021 and Scott
Mahoney replaced her position as a member of the Committee on and
from that date. At that time, Thierry Denis also ceased to be Chair of the
Risk, Audit and Governance Committee and was replaced by Jan
Koelble.
In respect of the Reporting Period, the number of Risk, Audit and
Governance Committee meetings and the individual attendances of the
members at those meetings are as follows:

Director Number Eligible to Attend Number Attended
Jan Koelble 4 4
Thierry Denis 4 4
Scott Mahoney 3 3
Dawn Robertson 1 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 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.
Yes Prior to the Board approving the Company’s financial statements
(including Appendix 4Cs), the Risk, Audit and Governance Committee is
required to receive from the CEO and CFO a declaration that, in their
opinion, the financial records of the entity have been properly
maintained, 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. Yes During the Reporting Period, the Board reviewed and approved the release of each periodic corporate report and was given the opportunity to question management as to its content. The Board was also provided with a declaration from the Chief Executive Officer and the Chief Financial Officer under Recommendation 4.2 in respect of each periodic corporate report.
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. Yes The Company is committed to taking a proactive approach to continuous disclosure and creating a culture within the Company that promotes and facilitates compliance with the Company’s continuous disclosure obligations.
The Company has adopted a written policy to ensure compliance with their ASX Listing Rule disclosure obligations. A copy of the Company’s Continuous Disclosure Policy is available on its website at https://www.splitit.com/investors/governance/policies-and-charters/continuous-disclosure-policy/.
The Company has appointed the Company Secretary as the reporting officer and the ASX liaison officer. However, the Board retains ultimate responsibility for compliance with the Company’s continuous disclosure obligations.
5.2 A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. Yes Under the Company’s Continuous Disclosure Policy, all members of the Board will receive material market announcements promptly after they have been made. A copy of the Company’s Continuous Disclosure Policy is available on its website at https://www.splitit.com/investors/governance/policies-and-charters/continuous-disclosure-policy/.
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. Yes All substantive investor or analyst presentations made by the Company
will be released on the ASX Markets Announcement Platform ahead of
such presentations.
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. Yes The Company provides investors with comprehensive and timely access
to information about itself and its governance on its website at
https://investors.splitit.com/ including copies of the Company’s
Constitution, Board and Committee charters and key corporate
governance policies, copies of all material information lodged with ASX,
copies of all announcements, briefings and speeches made to the
market, analysts or the media, press releases or announcements made
by the Company, financial data for the Company, the Company’s annual
reports and notices of shareholder meetings. Further details are detailed
in the Company’s Shareholder Communication Policy a copy which is
available at https://www.splitit.com/investors/governance/policies-and-charters/shareholder-communications-policy/.
6.2 A listed entity should have an investor relations program that facilitates effective two-way communication with investors. Yes The Company’s Shareholder Communications Policy establishes procedures to ensure that Shareholders are provided with sufficient information to assess the performance of the Company and are informed of all major developments affecting the affairs of the Company in accordance with all applicable laws. The Policy outlines procedures for two-way communication with investors.
Investors are encouraged to attend the Company’s security holder meetings, and are able to contact management by email investors@splitit.com.
Please refer to the Company’s Shareholder Communications Policy
available via the Company’s website,
https://www.splitit.com/investors/governance/policies-and-charters/shareholder-communications-policy/ for further details.
6.3 A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. Yes Subject to applicable public health regulations at the time, all
shareholders are invited to attend the Company’s annual general
meetings either in person or by representative. Further, where public
health regulations prevented shareholder meetings from being held in
person, the Company held those meetings via a specialised meeting
platform which enabled shareholders to view, hear, submit questions to,
and vote at, the meeting. Shareholders also have an opportunity to
submit questions to the Board or the Company’s external auditor prior to
the annual general meeting
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. Yes All substantive resolutions at securityholder meetings are decided by a poll rather than a show of hands.
6.5 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. Yes The Company encourages shareholders to submit questions or requests
for information directly to the Company via the Company’s website at
https://www.splitit.com/, or to contact management by email at
investors@splitit.com.
Upon becoming a shareholder in the Company, the Company’s share
registry, Automic, also sends each shareholder a written notice giving
the holder the option to receive communications from the Company and
its security registry electronically.
The Company also encourages shareholders to submit any questions
related to their shareholdings in the Company to the Company’s share
registry with the share registry’s contact details included in the
Shareholder Communication Policy, including details for electronic
communication.
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:
(i) has at least three members, a majority of whom are independent Directors; and
(ii) is Chaired by an independent Director, and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) 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 process it employs for overseeing the entity’s risk management framework.
Yes In conjunction with the Company’s other corporate governance policies, the Company has adopted a Risk Management Policy which is designed to assist the Company to identify, assess, monitor and manage its business risk, including any material changes to its risk profile.
The Board has delegated responsibility for the day-to day oversight and management of the Company’s risk profile to the Risk, Audit and Governance Committee.
The Risk, Audit and Governance Committee is responsible for ensuring that the Company maintains effective risk management and internal control systems and processes and provides regular reports to the Board on these matters.
The Risk, Audit and Governance Committee is also governed by a Risk, Audit and Governance Committee Charter and the Risk Management Policy which are available on the Company’s website at https://www.splitit.com/investors/governance/policies-and-charters/shareholder-communications-policy/.
As at the date of this Corporate Governance Statement, the Risk, Audit
and Governance Committee is comprised of:

  • Jan Koelble (Chair and Independent non-executive Director).
  • Thierry Denis (Independent non-executive Director); and
  • Scott Mahoney (Independent non-executive Director).

The Company notes that Dawn Robertson ceased to be a member of
the Risk, Audit and Governance Committee on 27 April 2021 and Scott
Mahoney replaced her position as a member of the Committee on and
from that date. At that time, Thierry Denis also ceased to be Chair of the
Risk, Audit and Governance Committee and Jan Koelble replaced his
position as Chair of the Committee.
In respect of the Reporting Period, the number of Risk, Audit and
Governance Committee meetings and the individual attendances of the
members at those meetings are as follows:

Director Number Eligible to Attend Number Attended
Jan Koelble 4 4
Thierry Denis 4 4
Scott Mahoney 3 3
Dawn Robertson 1 1
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.
Yes The Company regularly evaluates the effectiveness of its risk management framework to ensure that its internal control systems and processes are monitored and updated on an ongoing basis and has undertaken an internal review of its risk management framework. The division of responsibility between the Board, Risk, Audit and Governance Committee and management aims to ensure that specific responsibilities for risk management are clearly communicated and understood.
The Risk Management Policy provides for regular reporting to the Board which supplements the Company’s quality system, complaint handling processes and standard operating procedures which are all designed to address various forms of risks.
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.
Yes As the Company is incorporated in Israel, it is governed by the Israeli Companies Law. Under the Companies Law, the Company must appoint an internal auditor based on the recommendation of the audit committee, meeting certain independence requirements. The internal auditor’s duty is to assist the Board, the Company’s CEO and the audit committee. Specifically, the internal auditor will be responsible for reviewing the Company’s compliance with applicable law and the appropriateness of its business management. During FY21, the Company appointed Baker Tilly as internal auditor in accordance with requirements under Israeli law.
The Risk, Audit and Governance Committee is responsible for monitoring the internal audit function and reviewing the effectiveness of the Company’s internal control regarding all matters affecting the company’s financial performance and financial reporting, including information technology security and control in accordance with the Company’s Risk Management Policy. A copy of the Company’s Risk Management Policy is available on the Company’s website at https://www.splitit.com/investors/governance/policies-and-charters/risk-management-policy/.
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.
Yes The Risk, Audit and Governance Committee is responsible for reviewing whether the Company has any material exposure to any economic, environmental and social sustainability risks, and if so, to develop strategies to manage such risks, and present such strategies to the Board. During the Reporting Period, the Board considers that the Company did not have any material exposure to environmental or social sustainability risks.
8 Remunerate fairly and responsibly
8.1 The Board of a listed entity should:
(a) have a remuneration committee which:
(i) has at least three members, a majority of whom are independent Directors; and
(ii) is Chaired by an independent Director, and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) 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.
Yes The Company has established a Remuneration and Nomination Committee, which complies with the Companies Law and is also governed by a Remuneration and Nomination Committee Charter. A copy of the Remuneration and Nomination Committee Charter is available on the website at https://www.splitit.com/investors/governance/policies-and-charters/remuneration-and-nomination-committee-charter/.
As at the date of this Corporate Governance Statement, the Remuneration and Nomination Committee is comprised of:

  • Thierry Denis (Chair and Independent non-executive Director);
  • Jan Koelble (Independent non-executive Director); and
  • Vanessa LeFebvre Robinson (Independent non-executive Director).

The Company notes that Vanessa LeFebvre Robinson (Independent non-executive Director) was appointed as a member of the Remuneration and Nomination Committee on 27 April 2021. At that time, Dawn Robertson ceased being a member and Chair of the Remuneration and Nomination Committee and Thierry Denis was appointed Chair of the Remuneration and Nomination Committee effective immediately.
In respect of the Reporting Period, the number of Remuneration and Nomination Committee meetings and the individual attendances of the members at those meetings are as follows:

Director Number Eligible to Attend Number Attended
Thiery Denis 8 8
Jan Koelble 8 7
Dawn Robertson 5 5
Vanessa LeFebvre Robinson 3 3

The Remuneration and Nomination Committee Charter prohibits a member of the Committee from being present for discussions at a Committee meeting on, or to vote on a matter regarding, his or her election, re-election, or removal.

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. Yes The Remuneration and Nomination Committee is responsible for setting and reviewing the policies and practices of the Company regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives, separately. The Company’s Remuneration Policy and Remuneration and Nomination Committee Charter discloses its policies and practices regarding the remuneration of non-executive Directors and the remuneration of executive Directors and other senior executives. Please see the Remuneration Policy and Remuneration and Nomination Committee Charter available on the website at
https://www.splitit.com/investors/governance/policies-and-charters/remuneration-and-nomination-committee-charter/.
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
Yes The Company has adopted a Securities Trading Policy which provides that participants must not, without prior written approval by the relevant person specified in the Policy, engage in hedging arrangements, deal in derivatives or enter into other arrangements which vary economic risk related to the Company’s securities. A copy of the Securities Trading Policy is available on the Company’s website at https://www.splitit.com/investors/governance/policies-and-charters/securities-trading-policy/.
9 Additional recommendations that apply only in certain cases
9.1 A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents. N/A N/A
9.2 A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time. Yes All Shareholder meetings have been and will continue to be held via reasonable means including videoconference where necessary and at a reasonable time for shareholders having regard to the time zones and number of shareholders located in each jurisdiction in which shares are held.
9.3 A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. Yes The Company has ensured, and will continue to ensure, that its external auditor attends the Company’s Annual General Meeting and will be available to answer questions from Shareholders in respect of the Company’s audit.

ANNEXURE A:
BOARD SKILLS MATRIX
This Board skills matrix details the collective skills, knowledge, experience, personal attributes and other criteria the Board of Directors currently believe are required for the good governance of the Company. The Board will assess all future candidates for Board positions, and the performance of its current members, against these criteria in accordance with the ASX Corporate Governance Principles and Recommendations.

Generic Governance Capabilities

  • Active engagement
  • Knowledge and understanding
  • Challenge and enquiry
  • Focus on improvement
  • Monitoring and oversight
  • Financial literacy
  • Role of the Board
  • Legal duties
  • Committee engagement
  • Supporting management
  • Networks and support
  • Role of the director

Technical Capabilities

  • Leadership Capability
  • Commercial / Strategic Experience
  • Technical Finance
  • Leadership experience in Digital/Technology
  • Fintech / Sector Experience
  • Brand Building
  • Global Experience
  • Regulatory / Government interface / industry bodies
  • Capital Markets

Board Profile

  • Gender
  • Country
  • Diversity of thought
  • Experience on other boards
  • Independence