Corporate Governance Statement

NetComm Wireless Limited has a strong commitment to effective corporate governance in order to provide the appropriate platform for sustainable and ethical organisational performance, to minimise the risks we face as a business and provide long term value for our shareholders and other stakeholders.

We regularly review our corporate governance to ensure that it continues to meet regulatory requirements and is in keeping with the strategic objectives of our business.

NetComm Wireless Limited has adopted the 3rd Edition of Corporate Governance Principles and Recommendations which were released in March 2014 and our compliance with these recommendations during the previous financial year ending 30 June 2017 is reflected in this Corporate Governance Statement.

Principle 1 - Lay solid foundations for management and oversight

The Board of Directors is responsible for the corporate governance of the Group and operates in accordance with the principles set out in its Charter. To ensure that the Board is well equipped to discharge its responsibilities it has established guidelines for the nomination and selection of directors and for the operation of the Board. The Board's responsibilities and powers are set out in its Charter which is available in the Corporate Governance section of our website at www.netcommwireless.com/investors/corporate-governance/board-charter.

The responsibility for the operation and administration of the Group, including the implementation of the strategic objectives set by the Board, is delegated by the Board to the Chief Executive Officer ('CEO') and the executive management team. The Board ensures that both the CEO and executive team are appropriately qualified and experienced to discharge their responsibilities.

To ensure that the responsibilities of the Board are upheld and executed, the Board has established the following sub-committees to focus on a particular responsibility and provide informed feedback to the Board:

  • Audit and Risk Committee.

  • Nominations and Remuneration Committee.

Each of these sub-committees have established Charters and operating procedures in place, which are reviewed on a regular basis. The respective Charters may be viewed at www.netcommwireless.com/investors/corporate-governance/audit-and-risk-management- committee-charter and www.netcommwireless.com/investors/corporate-governance/nomination- remuneration-committee-charter.

In line with its Charter, the Nominations and Remunerations Committee undertakes rigorous checking of potential Director candidates to ensure that the appointment would result in an appropriate mix of diversity, skills and experience in the Board. The Board also ensures that shareholders are provided all material information in their possession to decide whether to elect a

new Director or to re-elect a current Director to the Board. Information regarding each of the current directors is shown at www.netcommwireless.com/who-we-are/leadership.

The Company has a written formal agreement with each director and senior executive setting out the terms and conditions of their appointment. The material terms of the agreements for each director and the CEO are shown in the Directors Report.

The Company Secretary is accountable directly to the Board, through the Chairman, on all matters to do with the proper functioning of the Board. The company secretary may only be appointed or removed by the Board. All directors have access to the company secretary and vice versa.

The Company is committed to diversity and recognises the benefits arising from employee and board diversity and the importance of benefiting from all available talent. Diversity includes but is not limited to gender, age, disability, ethnicity, religion and cultural background. The Company's diversity policy is available at www.netcommwireless.com/investors/corporate- governance/diversity-policy. The company recently advised the Workplace Gender Equality Agency of its' intention to register as a "relevant employer". The agency has advised our first report will be due in May 2018.

NetComm has a small Board of five directors - all of whom are currently male. As the Company grows and there is a need to expand the size of the Board there will be greater opportunity to include female representation.

While the Board's objective is to increase the proportion of women employed by the Company each year, the specialised skill set we are often seeking to source is very challenging to secure, let alone employ someone of a specific gender. Given this, the Board felt that it would be impractical to set specific targets for gender diversity at this stage.

The table below shows the gender mix of employees within the Company:

"Senior Executives" are Executive Directors and heads of business units or functions. Although our Senior Executive % of women did slightly decrease (going from three to two), we did make our first female appointment to a "C-suite" role in FY17.

NetComm Wireless does have a diverse mix of ethnicities within the organisation with 65% of its employees born outside of Australia from 32 different countries.

The performance of the Board is reviewed annually in line with its Charter. The Board also annually reviews the performance of the CEO based on periodic objectives set by the Board. The Nominations

and Remuneration Committee annually reviews and determines the remuneration arrangements for the CEO, submitting their recommendations to the Board for approval. The performance of senior management is reviewed on annual basis based on periodic objectives set by the CEO.

Performance reviews of the Board, its Committees, the CEO and senior management were all undertaken in the financial year ending 30 June 2017.

Further information regarding the Company's performance evaluation policy can be viewed at www.netcommwireless.com/investors/corporate-governance/performance-evaluation.

Principle 2 - Structure the Board to add value

Board policy is that the Board will constantly review and monitor its performance. As part of this process the Board may seek to appoint persons who, in the opinion of the Board, will provide specialist expertise required for the Board to adequately perform its role. Additionally, the Board will also review its composition and advise Board members where it is felt that a Director's skills are different from those required by the company.

The current directors of NetComm Wireless are:

Name Position Period In Office

Justin Milne Non-executive independent director and Chairman Since 7 March 2012 Ken Boundy Non-executive independent director Since 24 August 2012 Stuart Black AM Non-executive independent director Since 21 March 2013 David Spence Non-executive independent director Since 22 May 2017

Ken Sheridan CEO and executive director Since 20 December 2010

The skills, experience and expertise of each director in office at the date of this report are shown at www.netcommwireless.com/who-we-are/leadership. None of the independent directors have any relationship with the Company (as defined in accordance with the ASX recommendations) which may affect their independent status. Directors are entitled to obtain independent external advice on matters relating to accounting, law and other relevant professional matters at the expense of the Company.

The skills matrix below shows the mix of skills, experience and expertise that the Board currently has and is looking to achieve in its membership. This is one of the tools used to identify and maintain an appropriate and diverse mix in the membership of the Board.

RELEVANCE

SKILL

Business Growth

Strategy Development

Strategic Marketing

Organisational Transformation

International Business Development

Telecoms Experience

Specific M2M Customer Knowledge

B2B Marketing Skills

Industry Technical

Subject Matter Expertise

Corporate Governance

Legal & Compliance

Risk Management

Professional Finance Expertise

HR; Remuneration; Work, Health & Safety

Technology/IT

Public policy / government relations

Capital Markets

Investment Relations

Shareholder Management

General

Listed Director Experience

CEO / General Management Experience

The Board has appointed a Nominations and Remuneration Committee, whose responsibilities include assisting the Board to identify, interview and assess new Director candidates having regard to prerequisite requirements. This Committee is chaired by an independent director and more detail is provided in its Charter at www.netcommwireless.com/investors/corporate- governance/nomination-remuneration-committee-charter. The Committee met two times during the past year and the members and their attendance at the meetings are detailed in the Director's Report.

The Company provides directors with appropriate access to opportunities to acquire or maintain the skills and knowledge needed to perform their role and has an induction programme for new directors.

The majority of the Board are independent directors and the Chairman is an independent director. The independence of directors is reviewed annually prior to completion of the Annual Report.

Independence is defined in accordance with the definitions contained within the ASX recommendations. Relevant disclosure is then made in the Annual Report (along with the length of each director's service).

The procedures for selecting and nominating new candidates for the Board are more fully described at www.netcommwireless.com/investors/corporate-governance/appointment-and-selection-non- executive-directors.

Netcomm Wireless Ltd. published this content on 18 October 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 18 October 2017 02:15:05 UTC.

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