Pivotal Metals discloses near-full compliance with the ASX Corporate Governance Council's Recommendations, with only one recommendation (gender diversity objectives) marked as partial compliance.
- The Company complies with all disclosed recommendations under Principles 1 through 8, except Recommendation 1.5 which is marked PARTIALLY.
- The Board currently comprises 4 Directors, 3 of whom are considered independent, satisfying the majority-independence recommendation.
- The Company has a combined Nomination and Remuneration Committee, and a separate Audit & Risk Committee, each with charters available on the Company's website.
- The Audit & Risk Committee met twice during the financial year, with all relevant members present except Daniel Rose for one meeting.
- The Nomination Committee (combined with Remuneration Committee) met once during the financial year.
- The Company does not presently intend to set measurable gender diversity objectives, citing its small size (1 senior executive) and merit-based approach to appointments.
Total Board members
4p.7
Independent Directors on Board
3p.7
Audit & Risk Committee meetings during financial year
twicep.9
Nomination/Remuneration Committee meetings during financial year
oncep.5
Senior executives (basis for diversity policy explanation)
1p.3
Date of last Board review and approval
18 September 2026p.1
ESG Baseline Report publication date
13 July 2022p.13
The statement indicates Pivotal Metals has established a substantially complete governance framework consistent with ASX expectations ahead of or following its listing. The single area of partial compliance relates to gender diversity target-setting, which the Board has chosen not to adopt at this stage given the Company's small scale as an exploration business. Investors can access the underlying policies (Board Charter, committee charters, Diversity Policy, Whistleblower Policy, etc.) via the Company's website.
CORPORATE GOVERNANCE STATEMENTp.1
Date of last review and Board approval: 18 September 2026.p.1
This Corporate Governance Statement discloses the extent to which the Company will, as at the date it is admitted to the official list of the ASX, follow 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 will not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.p.1
The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company's corporate governance duties.p.1
The Company's Corporate Governance Plan is available on the Company's website at https://pivotalmetals.com/our-company/#governance.p.1
Principle 1: Lay solid foundations for management and oversightp.1
Principle 1 Recommendations
p.1| Recommendation | Comply | Explanation |
|---|---|---|
| 1.1 Board and management charter | YES | The Company has adopted a Board Charter setting out the specific roles and responsibilities of the Board, Chair and management, matters reserved to the Board and delegated to management. Available on the Company's website as part of the Corporate Governance Plan. |
| 1.2 Appointment checks and material information to holders | YES | The Company's Director Appointment & Induction Procedure and Nomination Committee Charter require appropriate checks (character, experience, education, criminal record, bankruptcy history) before appointment, and require material information to be provided in the Notice of Meeting for election/re-election of a Director. |
| 1.3 Written agreements with directors and senior executives | YES | The Nomination Committee Charter requires written agreements setting out terms of appointment; the Company has such agreements with each Director and senior executive. |
| 1.4 Company Secretary accountable to Board | YES | The Board Charter provides 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 Diversity policy and measurable gender objectives | PARTIALLY | The Company has adopted a Diversity Policy but does not presently intend to set measurable gender diversity objectives, citing sufficient existing skill/experience of Directors and senior executives and that the Company is an exploration business with few (1) senior executives, prioritising appointments on skills and merit. Proportions of men and women on the Board, senior executives and across the organisation will be disclosed in the Annual Report. |
| 1.6 Board performance evaluation process and disclosure | YES | The Nomination Committee (combined with Remuneration Committee) evaluates Board, committee and individual Director performance annually per the Performance Evaluation Policy. The Company completed an evaluation during the period in respect of the Board, its committees, and individual Directors. |
| 1.7 Senior executive performance evaluation process and disclosure | YES | The Nomination Committee (combined with Remuneration Committee) evaluates senior executives' performance annually; the Company did complete an evaluation during the period. |
Principle 2: Structure the board to be effective and add valuep.5
Principle 2 Recommendations
p.5| Recommendation | Comply | Explanation |
|---|---|---|
| 2.1 Nomination committee composition and disclosures | YES | Nomination Committee (combined with Remuneration Committee) comprises three Non-Executive Directors, majority independent; chaired by independent Director Simon Gray; members Robert Wrixon and Daniel Rose (both independent); met once during the year. |
| 2.2 Board skills matrix | YES | The Company has established a formal Board skills matrix, reviewed at least annually under the Nomination Committee Charter; details of Director/senior executive skills and experience are in the Annual Report and website. |
| 2.3 Disclosure of independent directors and length of service | YES | Simon Gray, Robert Wrixon and Daniel Rose are considered independent Directors; Ivan Fairhall, Managing Director, is not independent by virtue of his executive role. Length of service of each Director will be disclosed in the Annual Report. |
| 2.4 Majority of board independent | YES | The Board currently comprises a total of 4 Directors, 3 of whom are considered independent; independent Directors are currently a majority of the Board. |
| 2.5 Independent Chair, not CEO | YES | The Chair of the Board is an independent Director and is not the CEO/Managing Director. |
| 2.6 Induction and professional development program | YES | The Nomination Committee (combined with Remuneration Committee) approves and reviews induction and continuing professional development programs; the Company has a Director Appointment & Induction Procedure. |
Principle 3: Instil a culture of acting lawfully, ethically and responsiblyp.7
Principle 3 Recommendations
p.7| Recommendation | Comply | Explanation |
|---|---|---|
| 3.1 Disclose values | YES | The Company's Statement of Values forms part of the Corporate Governance Plan and is available on the Company's website. |
| 3.2 Code of conduct and board notification of breaches | YES | The Corporate Code of Conduct applies to Directors, senior executives and employees. Material breaches are to be reported to the Board without fear of retribution. |
| 3.3 Whistleblower policy and board notification | YES | The Whistleblower Policy applies to Directors, senior executives and employees; Disclosers are expected to make reports of material incidents. |
| 3.4 Anti-bribery and corruption policy and board notification | YES | The Anti-Bribery and Anti-Corruption Policy applies to Directors, senior executives and employees; material breaches are to be reported to the Board. |
Principle 4: Safeguard the integrity of corporate reportsp.8
Principle 4 Recommendations
p.8| Recommendation | Comply | Explanation |
|---|---|---|
| 4.1 Audit committee composition and disclosures | YES | The Audit & Risk Committee comprises four members, all Non-Executive and independent (members Simon Gray and Robert Wrixon); chaired by independent Director Daniel Rose. The Committee met twice during the financial year and all relevant members were present except Daniel Rose for one meeting. |
| 4.2 CEO/CFO sign-off on financial statements | YES | The Audit and Risk Committee Charter requires CEO and CFO sign-off; obtained for financial statements and quarterly cashflow reports (Appendix 5B) each financial year. |
| 4.3 Integrity verification of unaudited periodic reports | YES | The Board carries out regular review of financial reports, variance analysis, and CEO/CFO sign-off on quarterly, half-yearly and annual financial reports. |
Principle 5: Make timely and balanced disclosurep.10
Principle 5 Recommendations
p.10| Recommendation | Comply | Explanation |
|---|---|---|
| 5.1 Written continuous disclosure policy | YES | The Board Charter and Continuous Disclosure Policy detail the Company's disclosure requirements under ASX Listing Rules and other legislation. |
| 5.2 Board receipt of material market announcements | YES | The Board is on the announcement distribution list. |
| 5.3 Release of investor/analyst presentations ahead of time | YES | Presentations are released on the ASX Market Announcements Platform ahead of the presentation being given. |
Principle 6: Respect the rights of security holdersp.11
Principle 6 Recommendations
p.11| Recommendation | Comply | Explanation |
|---|---|---|
| 6.1 Provide information via website | YES | The Company's website sets out information about the Company and its Corporate Governance Plan. |
| 6.2 Investor relations program | YES | The Company has adopted a Shareholder Communication Strategy to promote two-way communication with investors. |
| 6.3 Facilitate participation at meetings | YES | Shareholders are encouraged to participate at all meetings; notices of meeting will state this. |
| 6.4 Substantive resolutions decided by poll | YES | All substantive resolutions, including those relating to ASX Listing Rules, are decided by a poll. |
| 6.5 Electronic communication option | YES | Security holders can register for email notifications of ASX announcements including Annual Report, half yearly and quarterly reports. |
Principle 7: Recognise and manage riskp.12
Principle 7 Recommendations
p.12| Recommendation | Comply | Explanation |
|---|---|---|
| 7.1 Risk committee composition and disclosures | YES | The Audit & Risk Committee comprises members, majority independent Non-Executive Directors, chaired by independent Director Daniel Rose. Members are Simon Gray and Robert Wrixon. The Committee met twice during the financial year and all relevant members were present. |
| 7.2 Annual risk management framework review | YES | The Audit & Risk Committee Charter requires at least annual review of the risk management framework; disclosure of whether such review has taken place is required. |
| 7.3 Internal audit function disclosure | YES | The Company does not have an internal audit function; the Audit & Risk Committee monitors the need for one and oversees governance, risk management and internal control systems. |
| 7.4 Environmental and social risk exposure disclosure | YES | The Company will disclose material exposure to environmental and social risks in its Annual Report and website. The Company published its ESG Baseline Report on 13 July 2022. |
Principle 8: Remunerate fairly and responsiblyp.14
Principle 8 Recommendations
p.14| Recommendation | Comply | Explanation |
|---|---|---|
| 8.1 Remuneration committee composition and disclosures | YES | Remuneration Committee (combined with Nomination Committee) comprises three Non-Executive Directors, majority independent; chaired by independent Director Simon Gray; members Robert Wrixon and Daniel Rose. Met once during the financial year. |
| 8.2 Separate disclosure of non-executive and executive remuneration policies | YES | The Company discloses policies and practices regarding remuneration of Directors and senior executives on its website and in the Annual Report. |
| 8.3 Equity-based remuneration scheme policy on risk-limiting transactions | YES | The equity-based remuneration scheme terms and conditions are disclosed in the Notice of Annual General Meeting, subject to shareholder approval. |
Forward-Looking Statements
The Company will disclose the respective proportions of men and women on the Board, in senior executive positions and across the whole organisation in its Annual Report.
The Company will disclose in its Annual Report any instances where a Director's independence is questioned under Box 2.3 and the Board's reasoning.
The Company's Annual Report will disclose the length of service of each Director as at the end of each financial year.
The Company will obtain CEO/CFO sign-off for financial statements and quarterly cashflow reports (Appendix 5B) in each financial year.
The Company will disclose material exposure to environmental and social risks, and how it manages them, in its Annual Report and website.