Corporate Governance

 1. Board Structure and Composition

 Role of the Board: To oversee and ensure the effective governance, oversight and management of all company operations and investments. This includes but not limited to: upholding Fiduciary Duty, Strategic Planning, Risk Management, Compliance and Regulatory Oversight, Selection and Oversight of Management, Investment Decisions, Reporting and Transparency, Conflict Resolution and Governance and Ethical Standards.

2. Director Responsibilities and Duties

Fiduciary Duties:
Directors have a fiduciary duty to act in the best interests of the company and its shareholders. This duty requires directors to prioritise the interests of the company's investors above their personal interests.

Conflict of Interest:
Directors are required to avoid or appropriately manage conflicts of interest. If a director has a material personal interest in a matter being considered by the board, they must disclose it and abstain from voting on the matter.

3. Risk Management and Internal Control

Risk Management Framework:

(1) - Risk Identification

1a. Data Breach: Unauthorised access or leakage of sensitive customer and client data, in violation of the Privacy Act 1988 (Cth) and the Australian Piracy Principles.

1b. Payment Processing Risks: Chargebacks, fraudulent transactions and breaches of payment card industry standards, impacting compliance with the Payment Card Industry Data Security Standard (PCI DSS). 

1c. Regulatory Compliance: Non-compliance with industry regulations, including those outlined by the Australian Communications and Media Authority (ACMA) regarding adult content and the handling of personal information

1d. Reputational Damage: negative publicity, brand image tarnishing, and loss of trust due to mishandling of data or payment issues which could lead to potential legal ramifications under Australian consumer protection laws.

(2) - Risk Assessment

2a. Data Breach: 

With online data comes online data theft, which has only become more prevalent as society has become more online and more data is stored. Over 400 data breach notifications were made for Australian sites between July and December 2023, with the leading cause (67%) of these being due to malicious or criminal cyber-attacks. It is important for the company to keep customer data safe and private, as well as being prepared and secured for any cyber-attack attempts.

2b. Payment Processing Risks:

As a company operating a website, there is always issues with finding a payment processor that is able to be utilised as well as being trustworthy and reliable. As well as this, there is always potential issues with chargebacks and credit card fraud. This type of cybercrime has become more prevalent in recent years.

2c. Regulatory Compliance: 

An Australian-based company operating under Australian laws has a fair range of compliances it must reach, including Industry specific, content related, region based and as well as compliance with the before mentioned topics of Data and Payment Processing. Breach of these can result in heavy penalties.

2d. Reputational Damage: 

Reputation is everything in business, meaning it is important to maintain relationships with customers, clients, employees and stakeholders. This requires active communication channels with these people, getting back to them in a quick and efficient manner.

(3) - Risk Mitigation

3a. Data Security Measures:

• Implement measures to comply with the Notifiable Data Breaches (NDB) scheme, including encryption and access controls for sensitive customer data.
• Conduct regular piracy impact assessments and audits to ensure compliance with Australian Privacy Principles.
• Development of breach response procedures in accordance with the requirements of the Privacy Act (Cth) and the Office of the Australian Information Commissioner (OAIC).

3b. Payment Processing Security:

• Adhere to PCI DSS requirements for secure payment processing, including encryption of cardholder data and regular security testing.
• Implement fraud detection mechanisms and transaction monitoring to mitigate risks associated with fraudulent transactions and chargebacks.
• Maintain compliance with Australian Payment Card Industry regulations and guidelines.
• Utilise a reliable Payment Processor that serves companies in order to process payments within Australia and overseas.

3c. Regulatory Compliance:

• Stay updating with regulations set forth by the Australian Communications and Media Authority (ACMA) regarding the classification and distribution of content online.
• Implement age verification mechanisms to ensure compliance with Australian laws regulating access to content.
• Regularly review and update policies and procedures to align with changes in Australian legal requirements.

3d. Reputation Management:

• Established clear communication channels for addressing customer and client complaints and inquiries in compliance with Australian consumer protection laws.
• Monitor online reputation through social media monitoring and review management, ensuring compliance with Australian Competition and Consumer Act 2010.
• Implementation of crisis communication plan to respond effectively to reputation-damaging incidents, adhering to Australian legal standards. Establish clear communication channels for addressing customer and client complaints and inquiries in compliance with Australian consumer protection laws.
• Establishment of terms of service, user agreements, and community guidelines to govern user behaviour on the website, while establishing strict policies against illegal or inappropriate content, harassment and abusive behaviour.

(4) - Risk Monitoring and Internal Control

• Regular Risk Reviews: Conduct Periodic reviews to reassess risks and update mitigation strategies in line with changes in Australian laws and regulations.
• Key Performance Indicators (KPIs) - regular monitoring of Key Performance Indicators related to data security and privacy compliance, such as incident response times and breach notification effectiveness, as well as track payment processing metrics to identify trends and potential issues, while ensuring compliance with Australian payments industry standards.
• Incident Response Plan: Development of an incident response plan aligned with the requirements of the Privacy Act 1988 (Cth) and any other relevant Australian regulations, while also defining the roles and responsibilities for responding to security incidents and privacy breaches that comply with all Australian legal obligations.

(5) - Contingency Plans

5a. Business Continuity Plan 

Key Contacts and Communication:

• Maintain a list of key contacts, including employees, suppliers, customers, legal advisors and regulatory authorities.
• Establish communication channels for disseminating information and coordinating response efforts during a contingency event, including phone, email and messaging platforms.

Scenario Identification and Response:

Technical Failure: 

• Identify the technical failure that may disrupt operations
• Notify the IT team for further assessment and initiate troubleshooting procedures
• Activate backup systems or servers and reroute traffic if possible.
• Communicate with uses via social media, email or temporary landing page to inform them of issue, and expected resolution time.

Cybersecurity Breach:

• Identify the cybersecurity breach that took place or was attempted.
• Immediately isolate affected systems and disconnect them from the network to prevent further spread of malware or unauthorised access.
• Activate incident response protocols to investigate the breach, contain the damage and restore affected systems.
• Notify Users and regulatory authorities as required by the Notifiable Data Breaches Scheme, along with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

Legal Challenge:

• Identify the pending legal challenge.
• Consult with legal advisors to assess the validity of claim and develop a response strategy.
• Preserve relevant evidence, including content archives, user data and communication records for legal proceedings.
• Communicate with affected parties and regulatory authorities transparently and proactively to address concerns and minimise reputational damage.

Resource Allocation and Recovery:

• Allocate resources including personnel, equipment and funding to support recovery efforts based on severity and duration of contingency event.
• Develop recovery plans and timeline for restoring normal operations.
• Monitor progress during the recovery phase and make adjustments as necessary to expedite process and minimise downtime.

Post-Incident Review:

• Conduct post-incident review to assess the effectiveness of response and recovery efforts and identify areas for improvement.
• Document the areas where improvement is needed for future reference and training purposes.
• Update contingency plan regularly to reflect changes in business processes, technology infrastructure and regulatory requirements.

5b. Backup and Recovery

• Regularly backup critical data and establish procedures for data recovery in accordance with the Privacy Act 1988 (Cth) and Australian Privacy Principles.

(6) - Training and Awareness

Provide training both in-house and with sourced education providers to educate employees in areas necessary, including but not limited to content moderation, risk management and internal control policy. 

4. Ethics and Corporate Behaviour

Code of Conduct:

SABE Invest Corp PTY LTD are committed to maintaining the highest standards of professionalism, integrity and ethical conduct in all aspects of company operations. As a company operating within Australia, it is important that we focus on upholding legal compliance, promoting respect and ensuring the wellbeing of employees, clients, customers and stakeholders. This Code of Conduct outlines the guidelines and principles that govern our internal and external interactions as a company.

Legal and Regulation Compliance:

• We will comply with all applicable laws, regulations, and industry standards governing Australia, including but not limited to those related to content production, distribution, and advertising.
• We will ensure that all operations are conducted in a legal and responsible matter, with due consideration for community standards and societal norms.

Respect and Diversity:

• We will treat all individuals with dignity, respect, and fairness regardless of their gender, race, ethnicity, sexual orientation, religion, or any other personal characteristics.
• We will foster a workplace environment that promotes diversity, inclusivity, and equal opportunities for all employees free from discrimination, harassment, or retaliation.

Integrity and Professionalism:

• We will conduct ourselves with honesty, transparency, and integrity in all business dealings, interactions and communications.
• We will avoid conflicts of interest and refrain from engaging in any unethical or illegal activities that may compromise the reputation or interests of the company.

Protection of Minors and Vulnerable Individuals:

• We will strictly adhere to and enforce age verification procedures to ensure that our products, services, and marketing materials are not accessible to minors or vulnerable individuals.
• We will take proactive measures to prevent the exploitation or harm of any individual, and will promptly report and concerns or incidents to the appropriate authorities.

Privacy and Confidentiality:

• We will respect the privacy and confidentiality of personal information obtained from employees, customers, clients and business partners, and will handle such information in accordance with applicable privacy laws and regulations.
• We will implement appropriate security measures to safeguard sensitive data from unauthorised access, disclosure, or misuse.

Responsible Marketing and Advertising:

• We will engage in responsible marketing and advertising practices that accurately represent our products and services while avoiding deceptive, misleading or exploitative content. 
• We will ensure that all marketing materials are targeted appropriately and comply with relevant advertising standards and guidelines.

Reporting and Compliance Monitoring:

• We encourage employees to report any violations of this Code of Conduct, unethical behaviour, or suspected illegal activities through designated channels, such as the HR department, senior management or anonymous reporting mechanisms.
• We guarantee protection from retaliation for employees who report concerns in good faith and ensure that all reports will be handled confidentially and investigated promptly and impartially.
• We will take appropriate corrective action in response to substantiated reports, including disciplinary measures against individuals found to have engaged in misconduct or non-compliance with company policies or legal requirements.

5. Shareholder and Stakeholder Relations

Communication:

Communication with shareholders will be conducted through the following:

• Annual Reports: Provided either digitally, or by physical copy if requested.
• Quarterly Release Earnings: Provided either digitally, or by physical copy if requested.
• Shareholder Meetings: conducted annually and able to be attended digitally.

Shareholder Meetings:

Shareholder meetings will be conducted annually, with a notice period of at least 21 days unless voted otherwise by shareholders. Shareholder meetings will be conducted electronically through video conferencing. The quorum for general meetings is 2, as specified as default under the Corporations Act 2001 (Cth) (Corporations Act).

6. Transparency and Disclosure

Financial and Disclosure Reporting:

As per the Corporations Act 2001 (Cth) (Corporations Act) and outlined in the Australian Accounting Standards, SABE Invest Corp PTY LTD has an obligation to provide a number of financial documents periodically including but not limited to:

• Income Statements (Profits and Losses Statement):

Shows company revenue, expenses, and net profit or loss over a specific period.

• Balance Sheets:

Provides a snapshot of the company’s financial position at a specific point in time, detailing its assets, liabilities and equity.

• Cash Flow Statements:

Reports the company’s financial position at a specific point in time, detailing tis assets, liabilities, and equity.

• Revenue Recognition:

All revenue from adult industry activities should be recognised in accordance with accounting standards. This includes subscriptions, product sales, advertising and other services.

• Cost of Goods Sold:

The cost of producing or acquiring goods or services sold by the company. This includes costs associated with content creation, manufacturing and procurement.

• Operating Expenses:

Report expenses related to the day-to-day operations of the business such as marketing, administration, salaries, rent, utilities and any other overhead costs.

• Tax Reporting:

In order to comply with Australian tax laws, all taxable income, deductions, income tax, GST, PAYG taxes must be recorded and reported. 

• Depreciation and Amortisation:

Depreciation of tangibles assets (equipment, facilities etc.) and the amortisation of intangible assets (copyright, trademarks etc.) are to be regularly accounted for.

• Financial Ratios and Analysis:

Regular performance of financial analysis and calculation of key ratios to assess company’s financial performance, liquidity, solvency and efficiency, including ratios like profitability, liquidity and leverage ratios.

• Disclosure Requirements:

Disclosure of any relevant information required by the Australian Securities and Investments Commission or any other regulatory bodies, including notes to the financial statements, related party transactions, and any significant events or uncertainties affecting the company’s financial position. These include but aren’t limited to financial results, market-sensitive events, operational updates and risk factors.

• Auditing:

An audit of financial statements may be made to provide assurance to stakeholders about the accuracy and reliability of financial information where required.

7. Executive Remuneration

Remuneration Policy:

The Remuneration of company Directors, Board members, contractors and employees is held in the strictest of confidentiality and not for public disclosure based on the Propriety Limited status of the company. 

8. Compliance with Laws and Regulatory Standards

SABE Invest Corp PTY LTD is an Australian registered company with the Australian Securities and Investments Commission. Responsibilities and obligations of company officeholders are conducted in accordance with the Corporations Act 2001 (Cth) (Corporations Act).

9. Performance Evaluation

Board and Executive Performance:

Board members will receive Periodic evaluations based off a number of performance indicators, including but not limited to:

• Strategic Alignment with the company’s mission, vision and goals.
• Leadership and management effectiveness.
• Financial Performance
• Risk Management
• Stakeholder Relations
• Innovation and Adaptability
• Ethical and Legal Compliance

10.Social Responsibility

Community Engagement:

As an Australian based company focused in the Australian market, it is important to engage with the local community, while also being present in the conversations on an international level as the company intends to excel and innovate. These community engagement methods include:

• Involvement and attendance in both local and international exhibitions and roadshows
• Sponsorship of industry-related events and educational programs
• Partnership with local and international non-profit organisations.