Pivotal Metals Limited reports that it complied with essentially all ASX Corporate Governance Council recommendations for the year ended 30 June 2026, with its Corporate Governance Statement hosted on its website rather than in its annual report.
- The Corporate Governance Statement covers the financial year ended 30 June 2026 and is located at a stated URL on the company's website rather than in the annual report.
- The statement is dated as accurate as at 18 September 2026 and has been approved by the board.
- Across Principles 1 to 8 and applicable additional recommendations, the company has ticked compliance boxes indicating it followed each recommendation in full for the whole period, with disclosures pointed to specific website locations.
- Recommendation 7.3, regarding disclosure of an internal audit function (or its absence), is left unticked in the 'followed in full' column, with no box ticked in the 'not followed' column either.
- Recommendations 9.1, 9.2 and 9.3, which apply to entities with non-English-speaking directors or entities established outside Australia, are marked not applicable as Pivotal Metals is established in Australia and not externally managed.
- The additional disclosures applicable to externally managed listed entities are not applicable, as Pivotal Metals is not externally managed.
This filing is a compliance document rather than a trading or operational update; it does not contain financial results, project news, or capital raising information. It signals to investors that the company considers its governance framework substantially aligned with the ASX Corporate Governance Council's recommendations, with all substantive disclosures housed on the company website.
Appendix 4G — Key to Disclosures — Corporate Governance Council Principles and Recommendationsp.1
Name of entity: Pivotal Metals Limited. ABN/ARBN: 49 623 130 987. Financial year ended: 30 June 2026.p.1
The corporate governance statement for the period above can be found at this URL on the company's website: https://pivotalmetals.com/our-company/#governance (rather than in pages of the annual report).p.1
The Corporate Governance Statement is accurate and up to date as at 18 September 2026 and has been approved by the board.p.1
The annexure includes a key to where the corporate governance disclosures can be located. Date: 18 September 2026. Name of authorised officer authorising lodgement: Simon Gray.p.1
Annexure – Key to Corporate Governance Disclosuresp.2
Principle 1 – Lay Solid Foundations for Management and Oversightp.2
1.1 Board charter setting out roles/responsibilities and matters reserved to the board vs delegated to management: followed in full; disclosed in the Corporate Governance Plan at https://pivotalmetals.com/our-company/#governance.p.2
1.2 Appropriate checks before appointing directors/senior executives and providing security holders with material election information: followed in full.p.2
1.3 Written agreement with each director and senior executive setting out terms of appointment: followed in full.p.2
1.4 Company secretary accountable directly to the board through the chair: followed in full.p.2
1.5 Diversity policy, measurable gender diversity objectives and related disclosures: followed in full; diversity policy disclosed in the Corporate Governance Plan at https://pivotalmetals.com/our-company/#governance; further information disclosed in the annual report at https://pivotalmetals.com/financial-reports/ and in the Corporate Governance Statement at https://pivotalmetals.com/our-company/#governance.p.3
1.6 Process for periodically evaluating board, committee and director performance, and disclosure of whether an evaluation was undertaken: followed in full; process disclosed in the Corporate Governance Plan and evaluation outcome disclosed in the Corporate Governance Statement, both at https://pivotalmetals.com/our-company/#governance.p.3
1.7 Process for evaluating senior executive performance at least once per reporting period, and disclosure of whether an evaluation was undertaken: followed in full; disclosed at https://pivotalmetals.com/our-company/#governance.p.4
Principle 2 – Structure the Board to be Effective and Add Valuep.5
2.1 Nomination committee (or disclosure of processes if none) addressing board succession and skills/diversity balance: followed in full; committee charter disclosed in the Corporate Governance Plan and further committee information in the Corporate Governance Statement, both at https://pivotalmetals.com/our-company/#governance.p.5
2.2 Board skills matrix disclosure: followed in full; disclosed in the Corporate Governance Statement at https://pivotalmetals.com/our-company/#governance.p.5
2.3 Disclosure of independent directors, any compromising interests, and length of service of each director: followed in full; independent directors and length of service disclosed in the annual report at https://pivotalmetals.com/financial-reports/.p.5
2.4 Majority of the board should be independent directors: followed in full.p.6
2.5 Chair of the board should be an independent director and not the same person as the CEO: followed in full.p.6
2.6 Program for inducting new directors and reviewing professional development needs: followed in full.p.6
Principle 3 – Instil a Culture of Acting Lawfully, Ethically and Responsiblyp.6
3.1 Articulate and disclose company values: followed in full; disclosed in the Corporate Governance Plan at https://pivotalmetals.com/our-company/#governance.p.6
3.2 Code of conduct for directors, senior executives and employees, with board informed of material breaches: followed in full; disclosed at https://pivotalmetals.com/our-company/#governance.p.6
3.3 Whistleblower policy, with board informed of material incidents reported: followed in full; disclosed at https://pivotalmetals.com/our-company/#governance.p.6
3.4 Anti-bribery and corruption policy, with board informed of material breaches: followed in full; disclosed at https://pivotalmetals.com/our-company/#governance.p.6
Principle 4 – Safeguard the Integrity of Corporate Reportsp.7
4.1 Audit committee (or disclosure of processes if none) with specified composition and disclosures: followed in full; committee charter disclosed in the Corporate Governance Plan and further committee information in the Corporate Governance Statement, both at https://pivotalmetals.com/our-company/#governance.p.7
4.2 Board to receive CEO/CFO declaration before approving financial statements: followed in full.p.7
4.3 Disclose process to verify integrity of unaudited/unreviewed periodic corporate reports: followed in full.p.7
Principle 5 – Make Timely and Balanced Disclosurep.8
5.1 Written policy for complying with continuous disclosure obligations under listing rule 3.1: followed in full; disclosed in the Corporate Governance Plan at https://pivotalmetals.com/our-company/#governance.p.8
5.2 Board to receive copies of all material market announcements promptly: followed in full.p.8
5.3 Release of new and substantive investor/analyst presentation materials on the ASX Market Announcements Platform ahead of presentation: followed in full.p.8
Principle 6 – Respect the Rights of Security Holdersp.8
6.1 Provide information about the entity and its governance to investors via its website: followed in full; disclosed at https://pivotalmetals.com/our-company/#governance.p.8
6.2 Investor relations program facilitating effective two-way communication: followed in full.p.8
6.3 Disclosure of how the entity facilitates and encourages participation at security holder meetings: followed in full; disclosed in the Corporate Governance Plan at https://pivotalmetals.com/our-company/#governance.p.8
6.4 Substantive resolutions at security holder meetings decided by poll rather than a show of hands: followed in full.p.8
6.5 Option for security holders to receive/send communications electronically: followed in full.p.8
Principle 7 – Recognise and Manage Riskp.9
7.1 Risk oversight committee(s) (or disclosure of processes if none) with specified composition and disclosures: followed in full; committee charter disclosed in the Corporate Governance Plan and further committee information in the Corporate Governance Statement, both at https://pivotalmetals.com/our-company/#governance.p.9
7.2 Annual review of the risk management framework and disclosure of whether a review has taken place: followed in full; disclosed in the Corporate Governance Statement at https://pivotalmetals.com/our-company/#governance.p.9
7.3 Disclosure of internal audit function structure and role, or, if none, the processes employed for evaluating and improving governance, risk management and internal control processes: neither the 'followed in full' nor the 'not followed' box is ticked for this recommendation.p.10
7.4 Disclosure of material exposure to environmental or social risks and how they are managed: followed in full; disclosed in the Corporate Governance Statement at https://pivotalmetals.com/our-company/#governance.p.10
Principle 8 – Remunerate Fairly and Responsiblyp.11
8.1 Remuneration committee (or disclosure of processes if none) with specified composition and disclosures: followed in full; committee charter disclosed in the Corporate Governance Plan and further committee information in the Corporate Governance Statement, both at https://pivotalmetals.com/our-company/#governance.p.11
8.2 Separate disclosure of remuneration policies/practices for non-executive directors versus executive directors and senior executives: followed in full; disclosed in the Corporate Governance Plan at https://pivotalmetals.com/our-company/#governance.p.11
8.3 Policy on transactions limiting economic risk of participating in an equity-based remuneration scheme, and disclosure of that policy: followed in full; disclosed in the last notice of annual general meeting at https://pivotalmetals.com/asx-announcements/.p.11
Additional Recommendations that Apply Only in Certain Casesp.12
9.1 Disclosure of processes for a director who does not speak the language of board/security holder meetings or key documents: marked not applicable, as the company does not have a director in this position.p.12
9.2 Meetings of security holders held at a reasonable place and time for entities established outside Australia: marked not applicable, as the company is established in Australia.p.12
9.3 External auditor attendance at AGM for entities established outside Australia or externally managed entities: marked not applicable, as the company is established in Australia and not externally managed.p.12
Additional Disclosures Applicable to Externally Managed Listed Entitiesp.12
Alternative to Recommendation 1.1, and alternative to Recommendations 8.1, 8.2 and 8.3, for externally managed listed entities: neither box is ticked, consistent with the company not being externally managed.p.13