Corporate Governance Statement and Appendix 4G
Released
Released
Announcement PDF
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2026
This Corporate Governance Statement is current as at 29 September 2026 and has been approved by the Board
of the Company on that date.
This Corporate Governance Statement discloses the extent to which the Company has, as at 30 June 2026 followed
the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance
Principles and Recommendations (Recommendations). The Recommendations are not mandatory, however the
Recommendations that have not been followed for any part of the reporting period have been identified and reasons
provided for not following them along with what (if any) alternative governance practices were adopted in lieu of
the recommendation during that period.
The Company’s Corporate Governance Policies and Charters are available on the Company’s website at:
https://ballardmining.com.au/corporate-governance
CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
COMPLY
(Yes/No)
EXPLANATION
1. Lay solid foundations for management and oversight
1.1 Companies should have and disclose a
board charter:
(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.
Yes The Company has adopted a Board Charter that sets out
the specific roles and responsibilities of the board of
directors (Board), the Chair and management and includes
a description of those matters expressly reserved to the
Board and those delegated to management.
The Board Charter sets out the specific responsibilities of
the Board, requirements as to the Board’s composition, the
roles and responsibilities of the Chairman and Company
Secretary, the establishment, operation and management
of Board Committees, Directors’ access to Company
records and information, details of the Board’s relationship
with management, details of the Board’s performance
review and details of the Board’s disclosure policy.
A copy of the Company’s Board Charter is available on the
Company’s website.
1.2 Companies should:
(a) undertake appropriate checks
before appointing a person, or
putting forward to security
holders a candidate 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 Company has guidelines for the appointment and
selection of the Board. The Company’s Nomination and
Remuneration Committee Charter requires the Nomination
and Remuneration Committee (to ensure appropriate
checks (including checks in respect of character,
experience, education, criminal record and bankruptcy
history (as appropriate)) are undertaken before appointing
a person, or putting forward to security holders a candidate
for election, as a Director.
Under the Nomination and Remuneration Committee
Charter, all material information relevant to a decision on
whether or not to elect or re-elect a Director must be
provided to security holders in the Notice of Meeting
containing the resolution to elect or re-elect a Director.
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2026
CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
COMPLY
(Yes/No)
EXPLANATION
Information in respect to each Directors experience,
independence and qualifications are outlined in the Annual
Report.
1.3 Companies should have a written
agreement with each director and senior
executive setting out the terms of their
appointment.
Yes As detailed in the Nomination and Remuneration
Committee Charter, the Company requires each director
and senior executive to execute a written agreement
setting out the terms of their appointment.
The Company has written agreements with each of its
Directors and executive service agreements with key
management personnel.
1.4 The company secretary should be
accountable directly to the board,
through the chair, on all matters to do
with the proper functioning of the board.
Yes The Board Charter outlines the roles, responsibility and
accountability of the Company Secretary.
The Company Secretary is accountable directly to the
Board, through the Chair, on all matters to do with the
proper functioning of the Board.
1.5 Companies should:
(a) have a diversity policy which
includes requirements for the board
or a relevant committee of the board
to set measurable objectives for
achieving gender diversity and to
assess annually both the objectives
and the entity’s progress in
achieving them;
(b) disclose that policy or a summary of
it; and
(c) disclose as at the end of each
reporting period the measurable
objectives for achieving gender
diversity set by the board or a
relevant committee of the board in
accordance with the entity’s
diversity policy and its progress
towards achieving them and either:
(1) the respective proportions of
men and women on the board,
in senior executive positions
and across the whole
organisation (including how
the entity has defined “senior
executive” for these purposes);
or
(2) if the entity is a “relevant
employer” under the
Workplace Gender Equality
Act, the entity’s most recent
Yes The Company has adopted a Diversity Policy which
provides a framework for the Company to establish and
achieve measurable diversity objectives, including in
respect of gender diversity. The Diversity Policy allows the
Board to set measurable gender diversity objectives if
considered appropriate, and to assess annually both the
objectives if any have been set and the Company’s
progress in achieving them. No measurable objectives for
the financial year ended 30 June 2026 (FY2026) were set.
The Diversity Policy is available on the Company’s
website.
The respective proportions of men and women on the
Board, key management personnel and across the whole
organisation is outlined below:
Male Female
Directors 100% -
Senior executives 75% 25%
Other employees 68% 32%
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2026
CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
COMPLY
(Yes/No)
EXPLANATION
“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.
The Company was not in the S&P / ASX 300 Index at the
commencement of the reporting period,
1.6 Companies should:
(a) have and disclose a process for
periodically evaluating the
performance of the board, its
committees; 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 The Nomination and Remuneration Committee is
responsible for evaluating the performance of the Board,
its committees and individual Directors on an annual basis.
It may do so with the aid of an independent advisor. The
process for this is set out in the Company’s Board Charter,
Nomination and Remuneration Committee Charter and
Performance Evaluation Policy available on the
Company’s website.
An evaluation of the Board, its committees and individual
directors is undertaken in accordance with the Nomination
and Remuneration Committee Charter & Performance
Evaluation Policy on a continuing and informal basis.
The Board will review and assess the need to complete
formal performance evaluations based on the Company’s
current size and stage of development.
1.7 Companies should:
(a) have and disclose a process for
periodically evaluating the
performance of its senior
executives; and
(b) disclose, in relation to each
reporting period, whether a
performance evaluation was
undertaken in the reporting
period in accordance with that
process.
Yes The Nomination and Remuneration Committee is
responsible for evaluating the performance of its senior
executives on an annual basis. The process for this is set
out in the Company’s Board Charter, Nomination and
Remuneration Committee Charter and Performance
Evaluation Policy available on the Company’s website.
At the end of June 2026, the Board conducted a formal
review of senior executives for the FY2026 period. A
formal review of senior executives is expected to occur
immediately following the end of FY2027.
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2026
2. Structure the board to add value
2.1 The board 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.
Yes The Board has a separate Nomination and Remuneration
Committee in compliance with Recommendation 2.1.
The Board has Nomination and Remuneration Committee
Charter which describes the role, composition, functions
and responsibilities of the Nomination and Remuneration
Committee. As required, the Nomination and
Remuneration Committee will identify candidates and
assess their skills in deciding whether an individual has the
potential add value to the Company. The Nomination and
Remuneration Committee and the Board may also seek
independent advice to assist with the identification process
when necessary.
During FY2026, the Nomination and Remuneration
Committee had four members, with a majority being
independent, and was chaired by an independent
director, Mr Stuart Mathews.
A copy of the Nomination and Remuneration Committee
Charter is available on the Company’s website.
The number of times the Nomination and Remuneration
Committee and the Board meets during a reporting period
is detailed in the Company’s Annual Report to
shareholders.
2.2 Companies should have and disclose a
board skills matrix setting out the mix of
skills and diversity that the board
currently has or is looking to achieve in
its membership.
Yes The Company's Board in accordance with the Nomination
and Remuneration Committee Charter is responsible for
regularly reviewing the size, composition and skills of the
Board to ensure that the Board is able to discharge its
duties and responsibilities effectively and to identify any
gaps in the skills or experience of the Board.
Per the Company’s Board Charter, the Company discloses
details of any board skills matrix it adopts as set out below.
The Board considers its composition appropriate given the
scope and size of the Company’s operations and the skills
matrix of the existing Board members set out below.
Skill / experience Number
Senior Leadership 5
Mining and Exploration 5
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2026
Risk, Legal, Commercial and Corporate
governance
5
Shareholders and Stakeholders 5
Corporate strategy 5
People and Culture 3
Sustainability 5
Finance and accounting 4
Business development 5
Geographic experience – WA 5
The skills, experience and expertise of each of the
Company’s Directors are set out in the Directors’ Report.
2.3 Companies should disclose:
(a) the names of the directors
considered by the board to be
independent directors;
(b) if a director has an interest,
position, association 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, association 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 Company will continue to assess the independence of
its directors against the requirements for independence in
the Board Charter which reflects the independence criteria
detailed in the ASX Corporate Governance Principles.
The Board consisted of five directors at 30 June 2026. Two
of these directors were considered to be independent
directors (Mr Simon Lill and Mr Stuart Mathews). Mr Croser
is not considered independent being an employee and
nominee of major shareholders.
The Company’s annual report provides details on the
independence of each Director as well as the length of
service of each Director.
2.4 A majority of the board should be
independent directors.
No While the Board does not have a majority of independent
directors at the date of this statement, the Board considers
its composition appropriate given the scope and size of the
Company’s operations and the skills matrix of the existing
Board members set out below
The Board will continue to review its composition to take
into account the scope and size of the Company’s
operations and the skills needed to meet the Company’s
objectives.
2.5 The chair of the board should be an
independent director and, in particular,
should not be the same person as the
CEO.
Yes At the date of this statement, Mr Simon Lill is the current
Non-Executive Chair of the Board. He is not the same
person as the CEO.
Mr Simon Lill is considered an independent director. Mr
Simon Lill assumed the Chair role on 30 May 2025.
2.6 Companies should have a program for
inducting new directors and provide
appropriate professional development
opportunities for directors to develop
Yes Upon appointment, new Directors will be subject to
relevant induction procedures to provide the incoming
individual with sufficient knowledge of the entity and its
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2026
and maintain the skills and knowledge
needed to perform their role as directors
effectively.
operating environment to enable them to fulfil their role
effectively.
In accordance with the Company’s Board Charter and the
Nomination and Remuneration Committee Charter, 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.
3 Act ethically and responsibly
3.1 A listed entity should articulate and
disclose its values.
Yes The Board has articulated and disclosed its Statement of
Values in accordance with Recommendation 3.1, as
disclosed on the Company's website at
https://ballardmining.com.au
3.2 Companies should:
(a) have 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’s Corporate Code of Conduct applies to
the Company’s Directors, senior executives and
employees. Any material breaches should be disclosed to
the Board.
The Company’s Corporate Code of Conduct is available
on the Company’s website.
https://ballardmining.com.au/corporate-governance
3.3 A listed entity should:
(a) have and disclose a whistle
blower policy; and
(b) ensure that the board or a
committee of the board is
informed of any material
incidents reported under that
policy.
Yes The Company’s Whistle Blower Policy is available on the
Company’s website.
https://ballardmining.com.au/corporate-governance
Any material breaches should be disclosed to the Board or
to the Audit and Risk Committee or in its absence, the
Board.
3.4 A listed entity should:
(a) have and disclose an anti-
bribery and corruption policy;
and
(b) ensure that the board or a
committee of the board is
informed of any material
breaches of that policy.
Yes The Company’s Anti-Corruption and Anti-Bribery Policy is
available on the Company’s website.
https://ballardmining.com.au/corporate-governance
Any material breaches should be disclosed to the Board or
to the Audit and Risk Committee or in its absence, the
Board.
4 Safeguard integrity in corporate reporting
4.1 The board should:
(a) have an audit committee which:
Yes The Company has a separate Audit and Risk Committee.
In addition, the Board has adopted an Audit and Risk
Committee Charter which describes the role,
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2026
(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.
composition, functions and responsibilities of the Audit
and Risk Committee. Prior to the establishment of the
Audit and Risk Committee the Board was responsible for
such matters and discharged its responsibilities in
accordance with the Audit and Risk Committee Charter.
During FY2026, the Audit & Risk Committee had three
members, with a majority being independent, and was
chaired by an independent director, Mr Stuart Mathews.
The appointment and removal of the Company’s external
auditor is subject to approval of the Board and the
shareholders, and the Company’s current external
auditors rotate the relevant audit engagement partner
every five (5) years.
The Board is of the view that the experience and
professionalism of the persons on the Board and as of
May 2025, the Audit and Risk Committee, are sufficient to
ensure that all significant financial reporting matters are
appropriately addressed and actioned.
A copy of the Audit and Risk Committee Charter is
available on the Company’s website.
The number of times the Audit and Risk Committee and
Board meets during a reporting period is detailed in the
Company’s Annual Report to shareholders.
4.2 The board 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.
Yes The Company’s Board Charter requires the CEO and
CFO to provide a sign off on these terms.
The CEO and CFO have provided a sign off to the Board
for the FY2026 financial statements.
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 Under the Company’s Audit and Risk Committee Charter,
the Board, with the assistance of the Audit and Risk
Committee, ensures that there is a process to verify the
integrity of any periodic report it releases to the market that
is not audited or reviewed by an external auditor.
In addition, the Company’s Continuous Disclosure Policy
outlines the processes in place to verify the integrity for
unaudited periodic reports.
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2026
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 its continuous disclosure obligations. A
copy this policy is available on the Company’s website.
The Managing Director and the Company Secretary are
responsible for co-ordinating the disclosure requirements.
To ensure appropriate procedure all directors, officers and
employees of the Company coordinate disclosures
through the Managing Director and the Company
Secretary.
5.2 A listed entity should ensure that its
board receives copies of all material
market announcements promptly after
they have been made.
Yes All members of the Board are required to provide their
consent on each market sensitive announcement, prior to
its release. It is specifically acknowledged that where a
continuous disclosure obligation arises, disclosure cannot
be delayed to accommodate the availability of Board
members.
It is the Company Secretary’s responsibility under the
Company’s Continuous Disclosure Policy to ensure that
the Board receives copies of all material market
announcements promptly after they have been released.
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 It is the Company Secretary’s responsibility under the
Company’s Continuous Disclosure Policy to ensure that
the Company makes timely disclosure of any presentation
to new and substantive investors or analysts irrespective
of whether the information contained in it is material. This
is to ensure the equality of information among investors.
6 Respect the rights of security holders
6.1 Companies should provide information
about itself and its governance to
investors via its website.
Yes The Company’s website https://ballardmining.com.au
provides information about the Company including
information relevant to investors including the Company’s
Corporate Governance Policies and Charters,
Constitution, ASX Announcements, Financial Report and
Directors/Management.
6.2 Companies should design and
implement an investor relations program
to facilitate effective two-way
communication with investors.
Yes The Company has adopted a Shareholder
Communications Strategy which aims to promote and
facilitate effective two-way communication with investors,
and outlines a range of ways in which information is
communicated to shareholders. and is available on the
Company’s website. During FY2025 the Company
implemented an InvestorHub to better engage with
shareholders and give shareholders greater access to
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2026
management and the Board. During FY2026 the Company
engaged the services of Fivemark to further assist with
Investor Relations.
6.3 Companies should disclose the policies
and processes it has in place to facilitate
and encourage participation at meetings
of security holders.
Yes Shareholders are encouraged and entitled to participate at
all general meetings and AGMs of the Company. Refer to
the Company’s Shareholder Communications Strategy
available on the Company’s website.
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 As part of the Shareholder Communications Strategy, the
Company ensures that all substantive resolutions at a
meeting of shareholders are decided by poll.
6.5 Companies should give security holders
the option to receive communications
from, and send communications to, the
entity and its security registry
electronically.
Yes The Company’s share register is currently maintained by
Computershare. Shareholders have the option of
receiving shareholder communications from the Company
and Computershare electronically, unless an original
signature or documents is required.
Shareholders can register on the Company’s website to
receive email notifications when an announcement is
made by the Company to the ASX, including the release of
the Annual Report, half yearly reports and quarterly
reports.
7 Recognise and manage risk
7.1 Companies 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
Yes The Board has established a separate Audit and Risk
Committee.
In addition, the Board has adopted an Audit and Risk
Committee Charter which describes the role,
composition, functions and responsibilities of the Audit
and Risk Committee. Prior to the establishment of the
Audit and Risk Committee the Board was responsible for
such matters and discharged its responsibilities in
accordance with the Audit and Risk Committee Charter.
During FY2026, the Audit & Risk Committee had three
members, with a majority being independent, and was
chaired by an independent director, Mr Stuart Mathews.
In conjunction with the 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. At this time, the
Board is responsible for ensuring that the Company
maintains effective risk management and internal control
systems and processes.
A copy of the Audit & Risk Committee Charter and the
Company’s Risk Management Policy are available on the
Company’s website.
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2026
(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.
The number of times the Audit & Risk Committee and the
Board meets during a reporting period is detailed in the
Company’s Annual Report to shareholders.
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
(b) disclose, in relation to each
reporting period, whether such
a review has taken place.
Yes The Audit and Risk Committee Charter & Risk
Management Policy requires that the Audit and Risk
Committee (or, in its absence, the Board), at least
annually, satisfies itself that the Company’s risk
management framework continues to be sound.
During FY2026, the Board completed a risk assessment
review. The Board will continue review the key risks facing
the Company on an ongoing basis. Operational risk
assessments are, in the normal course of business,
completed on a daily basis.
7.3 Companies 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 risk management and
internal control processes.
Yes The Audit and Risk Committee Charter provides for the
Audit and Risk Committee to monitor the need for an
internal audit function.
As at 30 June 2026 the Company did not have an internal
audit function for the past financial period given the stage
and size of the Company’s operations.
The Audit and Risk Committee is responsible for ensuring
that sound risk management policies are in place for the
Company, and reporting to the Board as appropriate.
The Board has delegated responsibility for establishing
and maintaining effective management strategies for
material business risk to Management. The Board requires
that Management reports regularly as to the effectiveness
of the Group’s risk management systems.
The Board recognises that no cost effective internal control
system will preclude all errors and irregularities. The Board
of Directors reviews the business and financial risk
management systems and internal control systems
implemented by Management to obtain reasonable
assurance that the entity’s assets are safeguarded and
that the reliability and integrity of its financial information is
maintained.
7.4 Companies should disclose whether it
has any material exposure to economic,
environmental and social sustainability
risks and, if it does, how it manages or
intends to manage those risks.
Yes The Audit and Risk Committee Charter requires the Audit
and Risk Committee to assist Management to determine
whether the Company has any material exposure to
economic, environmental and social sustainability risks
and, if it does, how it manages or intends to manage those
risks.
The Company’s Risk Management Policy requires the
Company to disclose whether it has any material exposure
to economic, environmental and social sustainability risks
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2026
and, if it does, how it manages or intends to manage those
risks.
The Company will disclose any material risk exposures in
its Annual Report, through ASX announcements and on its
ASX website as part of its continuous disclosure
obligations. In addition, the Company’s website outlines
it’s Environment, Social and Governance policy at
https://ballardmining.com.au/corporate-governance
8 Remunerate fairly and responsibly
8.1 Companies 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) t
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