Corporate Overview

CORPORATE OVERVIEW

History shows a need for accurate, reliable, in-situ monitoring of the structural integrity of aircraft, bridges, pipelines and buildings.

Once tested, a structure is assumed to be safe until the next inspection. However, much can occur to the structure before the next periodic test. Aside from this uncertainty, manual testing is a re-occurring, labor-intensive procedure that is subject to human error and misinterpretation.

Early techniques developed to assist manual inspection included visual & magnetic testing and dye penetration. These techniques were focused on surface defects only. Subsequent techniques such as x-ray, eddy current and ultrasonic technologies could detect internal flaws in materials.

corporate overview

The need to monitor structures became known as Structural Health Monitoring, and it is in this category that Structural Monitoring Systems Comparative Vacuum Monitoring (CVM™) technology is the forerunner.

The aviation industry provides a great array of applications and programs for full commercialization of the CVM™ technology platform. As such, SMS has undertaken and completed multiple civilian programs to gain full certification for the use of CVM™ from both regulators and key aerospace OEMs.

Looking ahead, CVM™ will aim to be the routinely accepted method for performing periodic, continual maintenance on all aircraft types worldwide.

AEM CORP

In December 2017, SMS completed the acquisition of Anodyne Electronics Manufacturing Corporation (“AEM”).

AEM is SMS’s aerospace-certified contract manufacturer, and independently is a leading designer and manufacturer of a wide range of aerospace products.

The acquisition resulted in fully integrated R&D, manufacturing, distribution and back-office logistics for SMS’s CVM™ sensors, and full range of related peripheral equipment.

The purchase of AEM allows SMS to fully oversee, control and vertically integrate the critical manufacturing, engineering and testing of the Company’s CVM™ technology platform.

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Board of Directors

Will Rouse has joined to oversee the acquisition and continued operations of AEM. Will is an experienced senior banker, finance executive and “serial entrepreneur” focused on the acquisition and optimised growth of specialised manufacturing- related businesses. In his last role, Will acquired Simcro Ltd (“Simcro”) in 2007, a New Zealand-based export-manufacturer. Will sold his majority stake in Simcro in 2013 to The Riverside Company, a New York private equity group, retaining a 20% shareholding. Simcro then acquired two further operating businesses in NZ and Australia in 2015, with Will leading these acquisitions. Simcro was recently sold to a global multinational. Will is a Chartered Accountant and remains on the Board of Simcro.

Mr Forman has over 25 years of demonstrated high-level equity capital markets experience in Australia and North America, through roles in institutional equity sales and trading, investor relations and corporate advisory with major top- tier global investment groups – including UBS and JPMorgan – the latter where Mr Forman worked for 15 years in various senior positions. Mr Forman’s current role as Managing Director with New York-based investment advisory and consulting firm, Union Square Capital Advisors, saw him successfully utilize his global network to assist companies with business development, corporate communication strategies – and to diversify their share register with Australian and North American investors. Mr Forman holds a B.Comm – Hons (Accounting & Finance) from UWA, and is a CFA Charterholder.

Mr. Reveley was a Managing Director of GovDesk, LLC, which provided capital introduction services to small-cap companies. Previously, Mr. Reveley was CEO of SEAL Capital Ltd., a global macro hedge fund. Before forming SEAL Capital, Mr. Reveley was CIO at the private equity and hedge fund firm Seagate Global Advisors.

During his banking career, Mr. Reveley was Director of Syndicate and Derivatives Group at SBC Warburg in London and New York.

Sam Wright has over fifteen years’experience in relation to public company responsibilities, including ASX and ASIC compliance, control and implementation of corporate governance, statutory financial reporting, and shareholder relations with both retail and institutional investors. He is a member of the Australian Institute of Company Directors, the Financial Services Institute of Australasia, and the Chartered Secretaries of Australia.

Mr Wright is currently the Finance Director and Company Secretary of ASX listed company, PharmAust Limited. He is an independent Non-Executive Director & Company Secretary for Structural Monitoring Systems plc.

Mr Wright is Company Secretary for Australian/Frankfurt Stock Exchange dual-listed companies, Buxton Resources Limited and Wide Open Agriculture Limited. He has also filled the role of Director and Company Secretary with a number of unlisted companies.
 
Mr Wright is the Managing Director of Perth-based corporate advisory firm Straight Lines Consultancy, specialising in the provision of corporate services to public companies.

Staff Profiles

Toby Chandler is the SMS Chief Executive Officer, and oversees the Company’s global strategy and business development efforts. He is also charged with optimizing the Company’s financing, capital and corporate structure requirements.

During his banking career, Mr. Chandler was a Managing Director with Morgan Stanley Inc. in New York, where he ran one of the Bank’s specialist hedge fund
coverage desks.

Mr. Chandler has also held several other senior bank positions, including Managing Director and Head of Global Fixed Income Distribution at HSBC Securities (USA) NA, New York; Executive Director positions with Morgan Stanley Inc. and Morgan Stanley International plc, London, as head of Emerging Markets and Global Fixed Income Distribution; and Vice President with Citigroup NA, New York and
Citigroup Australia.

Mr Poutier has a highly accomplished three-decade career track of strategic and tactical leadership in the management of advanced technology aircraft and technical operations within the airline industry. He began his career as an airline mechanic and quickly advanced into management roles. He has proven expertise in negotiating Airframe and Engine Maintenance MRO agreements, sales/trade agreements, purchase agreements, aircraft lease agreements, and cultivating key vendor, customer and government regulatory relationships. Previous work experience includes Maintenance Manager at Continental airlines (now United), Senior Vice President at International Lease Finance Corporation (“ILFC”) responsible for the Company’s global Technical Services Department which interfaced with airlines maintenance and engineering providers and regulatory authorities around the globe for aircraft and engine-related issues. ILFC (now AerCap) is the world’s largest aircraft lessor by value, and primarily leases Boeing, Airbus and Embraer aircraft to ~200 airlines in 80 countries.

Trevor is Chief Technology Officer for SMS at Anodyne Electronics Manufacturing, Head of the Transport pending Canada Design Approval Organization at AEM for certification, as well as RF Project Manager. His long history of developing avionics provides the experience required to ensure that CVM technology takes off, both figuratively and literally, as he leads the technology development at SMS.

Trevor’s long list of technological achievements includes, receipt of the A4A-SAE Better Way Award for the First Commercial Application of Structural Health Monitoring, design of the world’s best sounding and performing audio DAC and ADC, development of the first panel mounted APCO P25 Digital radios for aircraft use, design and testing of products for compliance of DO-160, FCC, IC, and a number of military specifications. During his 20 years of industry experience, he has also worked in a photonics startup, customer support, and automated test engineering.

He holds a Professional Engineer designation and received his B.Eng. from the University of Victoria, and an Electronics Engineering Diploma from the British Columbia Institute of Technology. Prior to his 8 years with AEM, Trevor has worked for Nortel in the photonics research group, for Scientific Atlanta in RF design, Norsat as an RF Design Engineer, Northern Airborne Technology as an RF Design Engineer, and then ESS Technology as an Analog Design Engineer, designing mixed signal CMOS.

Gary has 20 years experience in Senior accounting roles (CFO/Financial Controller) with a number of ASX listed Companies in the technology and mineral exploration sectors.

He has extensive experience in IPOs, mergers and acquisitions, backdoor listings, audit, ASX reporting and financial reporting. Gary graduated in Economics from Northumbria University in the UK. He is an Associate of the Chartered Institute of Management Accountants and Institute of Public Accountants.

Mr Walsh is a highly experienced corporate counsel having led legal teams at such firms as Hancock Prospecting Pty Ltd and Rio Tinto Limited (Perth). Mr Walsh currently runs a private consultancy company, providing Board, commercial, business development and corporate advisory services. He will provide a key oversight role for the Company’s corporate legal affairs including contract negotiations, IP enforcement and maintenance, regulatory oversight and corporate compliance, and any future civil interactions.

Key Career Highlights:

  • Hancock Prospecting Pty Ltd – General Counsel. The role required a broad range of corporate. commercial and litigation work including the development of complex multi-$billion infrastructure and mining projects.
  • Rio Tinto Limited – Corporate Counsel. Provided corporate and commercial advice to Rio Tinto Iron Ore (RTIO) and Rio Tinto Minerals. Focus included corporate acquisitions and joint ventures, sales and marketing contracts, litigation matters and general commercial contracts.

Mr Walsh currently serves as a Non-Executive Director of Nanollose Limited. Admissions: Supreme Court of Western Australia in February 1995

Brian has held just a few leadership roles in his professional 35 year career and appreciates the value of lessons learnt in each of them. Having had the privilege of working with organizations such as Cintas, Troika Ventures, The Pattison Group and currently AEM, Brian leads by the examples of John Maxwell and Patrick Lencioni. From his early years as a commercial pilot and throughout, Brian attributes communication and concise direction as the critical components required to lead organization through the jungles of today’s realities. People are the single greatest asset that determine the health and success of any organization.

Corporate Governance

The primary responsibility of the Structural Monitoring Systems (SMS) Board is to represent and advance Shareholders’ interests and to protect the interests of all stakeholders. To fulfill this role, the Board is responsible for the overall Corporate Governance of SMS, including its strategic direction, establishing goals for management and monitoring the achievement of these goals.

Protection and enhancement of Shareholder value.

Formulation, review and approval of the objectives and strategic direction of the Company.

Approving all significant business transactions including acquisitions, divestments and capital expenditure.

Monitoring the financial performance of the Company by reviewing and approving budgets and monitoring results.

Ensuring the adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained

The identification of significant business risks and ensuring that such risks are adequately managed.

The review of performance and remuneration of executive directors and key staff.

The establishment and maintenance of appropriate ethical standards.

Evaluating and, where appropriate, adopting with or without modification, the ASX Corporate Governance and Best Practice

Anodyne electronic manufacturing corporation (AEM)

In 2017 SMS acquired 100% of North American based aerospace manufacturer Anodyne Electronic Manufacturing Corporation (AEM), who are now the manufacturer of SMS products and systems.

AEM is a highly regarded aircraft OEM supplier and AS9100C certified manufacturing facility domiciled in Kelowna, British Columbia, Canada. Having an aerospace certified supplier based in north America has been a key strength in gaining certification for the patented CVM technology and facilitates the necessary increase in production volumes as the product goes to market.

Enquiries

Australia • North America

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