Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
01 Septembre 2023 - 2:43PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of September, 2023
Commission File Number: 001-41106
Incannex
Healthcare Limited
(Exact name of Registrant as specified in its
charter)
not applicable
(Translation of Registrant’s name into
English)
Australia
(Jurisdiction of incorporation or organization)
Joel Latham
Chief Executive Officer and Managing Director
Level 39, Rialto South Tower
525 Collins Street
Melbourne 3000
Australia
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F
☐
INFORMATION CONTAINED IN THIS REPORT ON FORM
6-K
On September 1, 2023, “Appendix 4G”, a copy of which announcement
is attached to this Form 6-K as Exhibit 99.1.
Signatures
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
Incannex Healthcare Limited |
| |
|
|
| Date: September 1, 2023 |
By: |
/s/ Joel Latham |
| |
Name: |
Joel Latham |
| |
Title: |
Chief Executive Officer and Managing Director |
INDEX TO EXHIBITS
3
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 |
| Incannex Healthcare Limited |
| ABN/ARBN |
|
Financial year ended: |
| 93 093 635 246 |
|
30 JUNE 2023 |
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://www.incannex.com.au/corporate-governance/ |
|
The Corporate Governance Statement is accurate and up to date as 30
August 2023 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures
can be located.3
| Date: 31 August 2023 |
|
| |
|
| Name of authorised officer authorising lodgement: |
|
Madhukar Bhalla
| 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://www.incannex.com.au/corporate-governance/
[insert location]
|
☐ set out
in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable
|
| 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.
|
☒ |
☐ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable
|
| 1.3 |
A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. |
☒ |
☐ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable
|
| 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. |
☒ |
☐ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable
|
| 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:
……………………………………………………………………………..
[insert location]
and we have disclosed the information
referred to in paragraph (c) at:
……………………………………………………………………………..
[insert location]
and if we were included in the S&P / ASX
300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition
of its board of not less than 30% of its directors of each gender within a specified period.
|
☒ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable
|
| |
|
|
|
| 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 |
| 1.6 |
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:
……………………………………………………………………………..
[insert location]
and whether a performance evaluation was undertaken for the reporting
period in accordance with that process at:
……………………………………………………………………………..
[insert location]
|
☒ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable
|
| 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:
https://www.incannex.com.au/corporate-governance/
[insert location]
and whether a performance evaluation was undertaken for the reporting
period in accordance with that process at:
https://www.incannex.com.au/corporate-governance/
[insert location]
|
☐ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable
|
| 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.
|
☐
[If the entity complies with paragraph
(a):]
and we have disclosed a copy of the
charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in
paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph
(b):]
and 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 at:
https://www.incannex.com.au/corporate-governance/
[insert location]
|
☒ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable
|
| 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 at:
https://www.incannex.com.au/corporate-governance/
[insert location]
|
☐ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable |
| 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 at:
https://www.incannex.com.au/corporate-governance/
[insert location]
and, where applicable, the information referred to in paragraph (b)
at:
https://www.incannex.com.au/corporate-governance/
[insert location]
and the length of service of each director at:
https://www.incannex.com.au/corporate-governance/
[insert location]
|
☐ set out in our Corporate Governance Statement |
| 2.4 |
A majority of the board of a listed entity should be independent directors. |
☒ |
☐ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable
|
| 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. |
☐ |
☒ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable
|
| 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. |
☒ |
☐ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable
|
| 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 |
| Principle 3 – INSTIL A CULTURE of acting lawfully, ethically and responsibly |
| 3.1 |
A listed entity should articulate and disclose its values. |
☒
and we have disclosed our values at:
https://www.incannex.com.au/corporate-governance/ insert location]
|
☐ 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 at:
https://www.incannex.com.au/corporate-governance/
[insert location]
|
☐ set out in our Corporate Governance Statement |
| 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://www.incannex.com.au/corporate-governance/
[insert location]
|
☐ set out in our Corporate Governance Statement |
| 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://www.incannex.com.au/corporate-governance//
[insert location]
|
☐ set out in our Corporate Governance Statement |
| 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. |
☐
[If the entity complies with paragraph
(a):]
and we have disclosed a copy of the
charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in
paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If
the entity complies with paragraph (b):]
and we have disclosed the fact that
we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate
reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement
partner at:
……………………………………………………………………………..
[insert location]
|
☒ set
out in our Corporate Governance Statement |
| |
|
|
|
| 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 |
| 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. |
☒ |
☐ set out in our Corporate Governance Statement |
| 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. |
☒ |
☐ set out in our Corporate Governance Statement |
| 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 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. |
☒
and we have disclosed our continuous disclosure compliance policy at:
https://www.incannex.com.au/corporate-governance/
[insert location]
|
☐ set out in our Corporate Governance Statement |
| 5.2 |
A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. |
☒ |
☐ set out in our Corporate Governance Statement |
| 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. |
☒ |
☐ set out in our Corporate Governance Statement |
| 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://www.incannex.com.au/corporate-governance/
[insert location]
|
☐ set out in our Corporate Governance Statement |
| 6.2 |
A listed entity should have an investor relations program that facilitates effective two-way communication with investors. |
☒ |
☐ set out in our Corporate Governance Statement |
| 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:
https://www.incannex.com.au/corporate-governance/
[insert location]
|
☐ set out in our Corporate Governance Statement |
| 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. |
☒ |
☐ set out in our Corporate Governance Statement |
| 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. |
☒ |
☐ set out in our Corporate Governance Statement |
| 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 |
| 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.
|
☐
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a risk committee
or committees that satisfy (a) and the processes we employ for overseeing our risk management framework at:
……………………………………………………………………………..
[insert location]
|
☒ set out in our Corporate Governance Statement |
| |
|
|
|
| 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 |
| 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:
……………………………………………………………………………..
[insert location]
|
☒ set out in our Corporate Governance Statement |
| 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.
|
☐
[If the entity complies with paragraph (a):]
and we have disclosed how our internal audit function is structured
and what role it performs at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
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:
……………………………………………………………………………..
[insert location]
|
☒ set out in our Corporate Governance Statement |
| 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 at:
https://www.incannex.com.au/corporate-governance/
[insert location]
and, if we do, how we manage or intend to manage those risks at:
……………………………………………………………………………..
[insert location]
|
☐ set out in our Corporate Governance Statement |
| ASX Listing Rules Appendix 4G (current at 17/7/2020) | Page 12 |
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.
|
☐
[If the entity complies with
paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
……………………………………………………………………………..
[insert location]
and the information referred to in paragraphs (4) and (5) at:
……………………………………………………………………………..
[insert location]
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a remuneration committee
and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that
such remuneration is appropriate and not excessive:
https://www.incannex.com.au/corporate-governance/
[insert location]
|
☐ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable
|
| |
|
|
|
| ASX Listing Rules Appendix 4G (current at 17/7/2020) | Page 13 |
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 |
| 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:
https://www.incannex.com.au/corporate-governance/
[insert location]
|
☐ set
out in our Corporate Governance Statement OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable
|
| 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:
………………………………………………………………………
[insert location]
|
☐ set
out in our Corporate Governance Statement OR
☒ we
do not have an equity-based remuneration scheme and this recommendation is therefore not applicable OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable
|
| ASX Listing Rules Appendix 4G (current at 17/7/2020) | Page 14 |
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 |
| 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. |
☐
and we have disclosed information
about the processes in place at:
………………………………………………………………………
[insert location]
|
☐ set
out in our Corporate Governance Statement OR
☒ we
do not have a director in this position and this recommendation is therefore not applicable OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable
|
| 9.2 |
A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time. |
☐ |
☐ set
out in our Corporate Governance Statement OR
☒ we
are established in Australia and this recommendation is therefore not applicable OR
☐ we
are an externally managed entity and this recommendation is therefore not applicable
|
| 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. |
☐ |
☐ set
out in our Corporate Governance Statement OR
☒ we
are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable
☐ we
are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable
|
| ASX Listing Rules Appendix 4G (current at 17/7/2020) | Page 15 |
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 |
| ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES |
| - |
Alternative to Recommendation 1.1 for externally managed listed
entities:
The responsible entity of an externally managed listed entity should
disclose:
(a) the arrangements
between the responsible entity and the listed entity for managing the affairs of the listed entity; and
(b) the role and
responsibility of the board of the responsible entity for overseeing those arrangements.
|
☐
and we have disclosed the information referred to in paragraphs (a)
and (b) at:
……………………………………………………………………………..
[insert location]
|
☐ set out in our Corporate Governance Statement |
| - |
Alternative to Recommendations 8.1, 8.2 and 8.3 for externally
managed listed entities:
An externally managed listed entity should clearly disclose the terms
governing the remuneration of the manager.
|
☐
and we have disclosed the terms governing our remuneration as manager
of the entity at:
……………………………………………………………………………..
[insert location]
|
☐ set out in our Corporate Governance Statement |
| ASX Listing Rules Appendix 4G (current at 17/7/2020) |
Page 16 |
Incannex Healthcare (NASDAQ:IXHL)
Graphique Historique de l'Action
De Déc 2024 à Jan 2025
Incannex Healthcare (NASDAQ:IXHL)
Graphique Historique de l'Action
De Jan 2024 à Jan 2025
