Corporate Governance Statement
Released
Released
Announcement PDF
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
The Board of directors of Felix Gold Limited is responsible for the corporate governance of the Company.
The Board guides and monitors the business and affairs of Felix Gold Limited on behalf of the shareholders
by whom they are elected and to whom they are accountable. The Company’s governance approach aims
to achieve exploration, development and financial success while meeting stakeholders’ expectations of
sound corporate governance practices by proactively determining and adopting the most appropriate
corporate governance arrangements.
ASX Listing Rule 4.10.3 requires a listed entity to disclose the extent to which it has followed the
recommendations set by the ASX Corporate Governance Council during the reporting period, either in its
annual report or in a corporate governance statement located at a URL disclosed to ASX. This Corporate
Governance Statement is given for that purpose.
A description of the Company’s main corporate governance practices is set out below. The Corporate
Governance Statement is current as at 30 September 2026 and has been approved by the Board of
directors. All these practices, unless otherwise stated, were in place for the entire year.
The Company’s governance practices have been assessed against the ASX Corporate Governance
Principles and Recommendations (4th edition, February 2019). Where a recommendation was not followed
for any part of the period, that recommendation, the period and the Company’s reasons are identified below.
The Company’s website at www.felixgold.com.au contains a corporate governance section that includes
copies of the Company’s corporate governance policies.
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1:
A listed entity should have and disclose a board charter setting out:
(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
The Board’s role is to govern the Company rather than to manage it. In governing the Company, the
directors must act in the best interests of the Company as a whole. It is the role of the senior management
to manage the Company in accordance with the direction and delegations of the Board and the
responsibility of the Board to oversee the activities of management in carrying out these delegatedduties.
The Board is responsible for:
• determining the vision and objectives of the Company;
• overseeing and fostering an appropriate culture for the Company that is directly aligned to its values,
strategies and objectives;
• reviewing and approving the Company's financial position, systems of risk management and internal
compliance and control, codes of conduct and legal compliance;
• identifying all areas where written board policy is required, detailing the policies, and overseeing the
implementation and monitoring of compliance;
• formulating short term and long term strategies to enable the Company to achieve its objectives, and
ensuring adequate resources are available to meet strategic objectives;
• approving and monitoring the progress of major expenditure and acquisitions and divestments;
• approving the annual budgets, and ensuring these are aligned with the Company’s strategic
objectives;
• being responsible for the Company’s senior management and personnel including appointing and,
where appropriate, removing the Chairman;
• ratifying the appointment, and where appropriate, the removal of the executive directors and the
Company Secretary;
• evaluating the performance of the senior management team and determining their remuneration;
• delegating appropriate powers to senior management to ensure the effective day-to-day
management of the business and monitoring the exercise of these powers;
• ensuring that policies and procedures are in place consistent with the Company's objectives, and
that the Company and its officers act legally, ethically and responsibly in all matters; and
• ensuring corporate accountability to the shareholders primarily through adopting an effective
shareholder communications strategy.
The Executive Director is responsible for the attainment of the Company’s goals and vision for the future,
in accordance with the strategies, policies, programs and performance requirements approved by the
Board.
The Executive Director’s specific responsibilities include:
• responsibility for the achievement of corporate goals and objectives;
• development of short, medium and long term corporate strategies and planning to achieve the
Company’s vision and overall business objectives;
• implementing and monitoring strategy and reporting/presenting to the Board on current and future
initiatives;
• assessment of business opportunities of potential benefit to the Company;
• establish and maintain effective and positive relationships with Board members, shareholders, the
investment community and other government and business liaisons;
• undertake the role of key company spokesperson;
• ensure statutory, legal and regulatory compliance and comply with corporate policies and standards;
• ensure appropriate risk management practices and policies are in place; and
• select and appoint staff.
This statement of matters reserved for the Board and areas of delegated authority to the Executive Director
and senior executives is contained in the Board Charter posted on the Company’s website.
Recommendation 1.2:
A listed entity should:
(a) undertake appropriate checks before appointing a director or senior executive or putting someone
forward 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.
The Company undertakes checks on any person who is being considered as a director. These checks may
include character, experience, education and financial history and background.
All security holder releases will contain material information about any candidate to enable an informed
decision to be made on whether or not to elect or re-elect a director.
Recommendation 1.3:
A listed entity should have a written agreement with each director and senior executive setting out the terms
of their appointment.
The Executive Director does not currently have a formal written agreement with the Company setting out the
terms of their appointment. Accordingly, the Company did not follow Recommendation 1.3 in respect of the
Executive Director during the reporting period. The Executive Director’s role and remuneration arrangements
have instead been agreed with the Board and are reflected in the Company’s corporate records and
remuneration disclosures. The Board considers that these arrangements have operated effectively having
regard to the Company’s size and current stage of development. The other senior executives have written
employment or services agreements setting out the terms of their appointment. Each senior executive
appointed during the reporting period has entered into a written employment or services agreement setting
out the terms of their appointment.
Recommendation 1.4:
The company secretary of a listed entity should be accountable directly to the board, through the chair, on
all matters to do with the proper functioning of the board
The Company Secretary has a direct reporting line to the Board, through the Chair.
Recommendation 1.5:
A listed entity should
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board set measurable objectives for achieving gender
diversity in the composition of its board, senior executives and workforce generally; and
(c) disclose in relation to each reporting period:
1. the measurable objectives set for that period to achieve gender diversity;
2. the entity’s progress towards achieving those objectives; and
3. either:
A. the respective proportions of men and women on the board, in senior executive positions
and across the whole workforce (including how the entity has defined “senior executive”
for these purposes); or
B. if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as defined in and published under that Act
The Company recognises that a talented and diverse workforce is a key competitive advantage. The
Company is committed to developing a workplace that promotes diversity. The Company’s policy is to
recruit and manage on the basis of competence and performance regardless of age, nationality, race,
gender, religious beliefs, sexuality, physical ability or cultural background.
The Company’s Diversity Policy is available on its website. The Board did not set measurable objectives
for achieving gender diversity during the financial year ended 30 June 2026. Accordingly, the Company did
not follow paragraph (b) of Recommendation 1.5 during the reporting period. As at 30 June 2026, there
were no women represented on the Board or within senior executive positions.
Recommendation 1.6:
A listed entity should:
a) have and disclose a process for periodically evaluating the performance of the board, its
committees and individual directors; 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.
Due to the size of the Board and the nature of the Company’s business, the Board has not adopted a formal
documented process for periodically evaluating the performance of the Board, its committees and individual
directors. No formal or informal performance evaluation of the Board or individual directors was undertaken
during or in respect of the financial year ended 30 June 2026. The Company accordingly did not follow
Recommendation 1.6 for the whole of that period. In lieu of a documented evaluation process, the Chair
maintained ongoing dialogue with individual directors regarding Board performance and contribution. The
Board will consider implementing an appropriate performance review process as the Company develops.
Recommendation 1.7:
A listed entity should:
a) have and disclose a process for evaluating the performance of its senior executives at least once
every reporting period; 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.
No formal or informal evaluation of senior executive performance was undertaken in respect of the financial
year ended 30 June 2026. The Company accordingly did not follow Recommendation 1.7 for the whole of that
period. In lieu of a documented evaluation process, the Board monitored senior executive performance
through regular management reporting on the delivery of the Company’s exploration, development, funding
and compliance objectives. The Board will consider implementing a documented evaluation process as the
Company’s senior executive team expands.
Principle 2: Structure the board to be effective and add value
Recommendation 2.1:
The board of a listed entity 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.
The Company does not have a nomination committee. The Board considers that the Company is not
currently of a size, nor are its affairs of such complexity, to justify the formation of separate or special
committees at this time. The Board as a whole is able to address the governance aspects of the full scope
of the Company’s activities and to ensure that it adheres to appropriate ethical standards. In particular, the
full Board considers those matters that would usually be the responsibility of a nomination committee. The
Board considers that no efficiencies or other benefits would be gained by establishing a separate
nomination committee.
Directors are appointed under the terms of the Company’s Constitution. Appointments to the Board are
based upon merit and against criteria that serves to maintain an appropriate balance of skills, expertise,
and experience of the board. The categories considered necessary for this purpose are a blend of
accounting and finance, business, technical and administration skills. Casual appointments must stand for
election at the next annual general meeting of the Company.
Retirement and rotation of directors are governed by the Corporations Act 2001 (Cth) and the Constitution of
the Company. Under the Constitution and Listing Rule 14.4, no director (other than a managing director)
may hold office past the third annual general meeting following their appointment or three years, whichever
is longer, without submitting for re-election.
Recommendation 2.2:
A listed entity should have and disclose a Board skills matrix setting out the mix of skills that the Board
currently has or is looking to achieve in its membership.
Ronald Beevor Blair Way Joseph Webb Andrew Browne
Strategy
Communication
Fundraising
Mining Industry
Risk
Governance
OH&S
Social and
Community
Environmental
Accounting & Legal
Each director has the right of access to all relevant company information and to the Company’s employees
and, subject to prior consultation with the Chairperson, may seek independent professional advice from a
suitably qualified adviser at the Company’s expense. The director must consult with an advisor suitably
qualified in the relevant field and obtain the Chairperson’s approval of the fee payable for the advice before
proceeding with the consultation. A copy of the advice received by the director is made available to all other
members of the board.
Recommendation 2.3:
A listed entity should disclose:
a) the names of the directors considered by the board to be independent directors;
b) if a director has an interest, position or relationship of the type described in Box 2.3 of the Principles
(factors relevant to assessing the independence of a director) but the board is of the opinion that it
does not compromise the independence of the director, the nature of the interest, position or
relationship in question and an explanation of why the board is of that opinion; and
c) the length of service of each director.
The names, experience and responsibilities of directors of the Company in office at the date of this
statement are set out in the latest Company Annual Report (including names of the directors considered to
be independent directors and length of service of each director).
The directors considered by the Board to be independent are Mr Ronnie Beevor and Mr Blair Way. The
length of service of each director is set out in the Directors’ Report in the 2026 Annual Report.
Recommendation 2.4:
A majority of the Board of a listed entity should be independent directors.
In assessing whether a director is independent, the Board considers the factors set out in Box 2.3 of the
ASX Corporate Governance Principles and Recommendations and any other facts or circumstances
relevant to that assessment.
Board composition changed during the reporting period. Mr Blair Way was appointed a Non-Executive
Director and Mr Mark Strizek retired as a Non-Executive Director, each effective 19 December 2025. The
Board comprised four directors throughout the period.
Of the Company’s four directors, the Board considers Ronald Beevor, Blair Way and Mark Strizek to be
independent. As only two of the four directors were considered independent, the Company does not follow
Recommendation 2.4. The Board considers that the current directors collectively possess an appropriate
balance of skills, experience and knowledge for the Company’s present size, activities and stage of
development. The Board will continue to review its composition as the Company’s activities develop.
The Board will continue to review its composition as the Company expands its activities and its requirements
for additional skills, experience and independence evolve.
Recommendation 2.5:
The Chair of the Board of a listed entity should be an independent director and, in particular, should not be
the same person as the CEO of the entity.
The Chair, Ronald Beevor, is considered by the Board to be an independent director. The roles of Chair
and Executive Director are held by different individuals.
Recommendation 2.6:
A listed entity should have a program for inducting new directors and for periodically reviewing whether
there is a need for existing directors to undertake professional development to maintain the skills and
knowledge needed to perform their role as directors effectively.
A new director is provided an induction that outlines the expectation of the director and provides a portfolio
of the Company’s significant policies and procedures. The Company encourages appropriate
professional development of its directors and will pay for relevant courses and seminars that enable the
director to develop and maintain the skills and knowledge needed to perform their role.
The directors have the following qualifications and professional development training:
• Ronald Beevor holds a degree in Philosophy, Politics and Economics (Honours) from Oxford
University and qualified as a chartered accountant in London.
• Andrew Browne is a Fellow of the AusIMM (CPGeo), a Life Member of the CIM, and member of
GSAust, GSAm, and SEG. He is also a Negotiation Consultant (ENSI) and Environmental Auditor
(NATA).
• Joseph Webb has a Bachelor of Business, majoring in Management, Marketing and International
Business.
• Blair Way has a Bachelor of Science (Geology), and MBA, and is a Fellow of the AusIMM.
Principle 3: Instill a culture of acting lawfully, ethically and responsibly
Recommendation 3.1:
A listed entity should articulate and disclose its values.
The Company has developed a Statement of Values which has been endorsed by the Board and applies
to all employees, directors and officers. New employees are trained on these values which are continually
reinforced by senior management. A copy of the Statement of Values is available on the Company’s
website.
Recommendation 3.2:
A listed entity should:
(a) have and disclose 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.
The Company has adopted a Code of Conduct, which applies to all directors, officers and employees and
is available on the Company’s website. The Code sets out the standards of conduct expected by the
Company and the processes for reporting and investigating suspected unlawful or unethical conduct. The
Board is informed promptly of any material breach of the Code.
Trading in Company securities is regulated by the Corporations Act and the ASX Listing Rules. The Board
makes all directors, officers and employees aware on appointment that it is prohibited to trade in the
Company’s securities whilst that director, officer or employee is in the possession of price sensitive
information.
For details of shares held by directors and officers please refer to the Annual Report. Directors are required
to report to the Company Secretary any movements in their holdings of Company securities, which are
reported to ASX in the required timeframe prescribed by the ASX Listing Rules.
Recommendation 3.3:
A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the board is informed of any material incidents reported under
that policy.
The Company has adopted a Whistleblower Policy, which applies to its directors, officers and employees
and is available on the Company’s website. The policy forms part of the induction process for new directors
and employees. The Board is informed promptly of any material incident reported under the policy.
Recommendation 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.
The Company has adopted an Anti-Bribery and Corruption Policy, which applies to its directors, officers
and employees and is available on the Company’s website. The policy forms part of the induction process
for new directors and employees. The Board is informed promptly of any material breach of the policy.
Principle 4: Safeguard the Integrity of corporate reports
Recommendation 4.1
The board of a listed entity should:
(a) have an audit committee which:
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.
The Company does not have an audit committee. The Board considers that the Company is not currently
of a size, nor are its affairs of such complexity, to justify the formation of separate or special committees at
this time. The Board as a whole is able to address the governance aspects of the full scope of the
Company’s activities and to ensure that it adheres to appropriate ethical standards. In particular, the full
Board considers those matters that would usually be the responsibility of an audit committee. The Board
considers that no efficiencies or other benefits would be gained by establishing a separate audit committee.
The Company requires external auditors to demonstrate quality and independence. The performance of
the external auditor is reviewed and applications for tender of external audit services are requested as
deemed appropriate, taking into consideration assessment of performance, existing value and tender costs.
The Company requires the external auditor to comply with applicable legal and professional requirements
concerning audit partner rotation and auditor independence.
Recommendation 4.2
The board of a listed entity 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.
Before approving the financial statements for the year ended 30 June 2026, the Board received declarations
from the Executive Director and Chief Financial Officer that, in their opinion, the Company’s financial records
had been properly maintained, the financial statements complied with the appropriate accounting standards
and gave a true and fair view of the Company’s financial position and performance, and that their opinion
had been formed on the basis of a sound system of risk management and internal control that was operating
effectively.
Recommendation 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.
Periodic corporate reports that are not audited or reviewed by the external auditor are subject to an internal
verification and approval process. This process includes review of the report against the underlying records,
confirmation by the personnel responsible for the relevant information, and review and approval by
appropriate senior executives and, where required, the Board.
Principle 5 – Make timely and balanced disclosure
Recommendation 5.1:
A listed entity should have and disclose a written policy for complying with its continuous disclosure
obligations under listing rule 3.1
The Company has developed a Continuous Disclosure Policy which has been endorsed by the Board. The
Continuous Disclosure Policy ensures compliance with ASX Listing Rules and Corporations Act obligations
to keep the market fully informed of information which may have a material effect on the price or value of
its securities and outlines accountability at a senior executive level for that compliance. All ASX
announcements are automatically posted to the Company’s website immediately after confirmation of
receipt is received from ASX, including all financial reports.
Recommendation 5.2:
A listed entity should ensure that its board receives copies of all material market announcements promptly
after they have been made.
All directors receive a copy of all announcements immediately they are made via distribution from the
Company Secretary.
Recommendation 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.
The Company always releases new and substantive investor or analyst presentations to market ahead of
making the presentation.
Principle 6 – Respect the rights of security holders
Recommendation 6.1:
A listed entity should provide information about itself and its governance to investors via its website.
The Company is committed to maintaining a Company website with general information about the Company
and its operations, information about governance and information specifically targeted at keeping the
Company’s shareholders informed about the Company. In particular, where appropriate, after confirmation
of receipt by the ASX, the following are posted to the Company’s website:
• relevant announcements made to the market via the ASX;
• notices of meetings;
• investment updates;
• company presentations and media releases;
• copies of press releases and announcements for (at least) the preceding three years; and
• copies of annual, half-yearly and quarterly reports including financial statements for (at least) the
preceding three years.
Recommendations 6.2 and 6.3:
A listed entity should have an investor relations program that facilitates effective two-way communication
with investors
A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.
The Executive Director makes himself available to meet shareholders and regularly responds to enquiries
made via telephone or email. The Executive Director also completes periodic investor presentations to
facilitate engagement with investors and other financial market participants.
The Board encourages full participation of shareholders at the Annual General Meeting. In preparing for
general meetings of the Company, the Company drafts the notice of meeting and related explanatory
information so that shareholders are provided with all of the information that is relevant to shareholders in
making decisions on matters to be voted on by them at the meeting. The Company allows shareholders a
reasonable opportunity to ask questions of the Board of directors and to otherwise participate in the
meeting. The external auditor of the Company is asked to attend each annual general meeting and to be
available to answer shareholder questions about the conduct of the audit and the preparation and content
of the auditor’s report. Important issues are presented to the shareholders as single resolutions. The
shareholders are also responsible for voting on the appointment of directors.
Recommendations 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.
It is the Company’s policy to have all substantive resolutions at a meeting of security holders decided by
poll.
Recommendation 6.5:
A listed entity should give security holders the option to receive communications from, and send
communications to, the entity and its security registry electronically
Security holders may elect to receive Company communications electronically and may communicate
electronically with the Company and its securities registry. The Company also provides security holders
who have supplied an email address with electronic access to general shareholder communications and
information that has been publicly released. Instructions for making or changing communication elections
are available through the Company’s website and securities registry.
Principle 7 – Recognise and manage risk
Recommendation 7.1:
The board of a listed entity 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
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