Corporate Governance Statement
Released
Released
Announcement PDF
JINDALEE LITHIUM LIMITED - CORPORATE GOVERNANCE STATEMENT
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Introduction
This Corporate Governance Statement is current as at 29 September 2026 and has been approved by the Board of the Company on that date.
It is the responsibility of the Board of Directors (Board) of Jindalee Lithium Limited (Jindalee or the Company) to monitor the business affairs of the Company and
to protect the rights and interests of the shareholders.
The Board believes that high standards of corporate governance are an essential prerequisite for creating sustainable value for shareholders. This Corporate
Governance Statement sets out the Company’s main corporate governance policies and practices which, unless otherwise stated, were in place for the entire
year ended 30 June 2026. The policies and practices have aimed to ensure the implementation of a business strategy and an integrated framework of
accountability over the Company’s resources, functions and assets.
This Corporate Governance Statement discloses the extent to which Jindalee has followed the recommendations set by the ASX Corporate Governance Council
in its publication Corporate Governance Principles and Recommendations (4th
Edition) (Recommendations). The Recommendations are not mandatory, however
the Recommendations that have not been followed have been identified and reasons provided for not following them along with what (if any) alternative
governance practices the Company has adopted in lieu of the recommendation.
This Corporate Governance Statement and further information about the Company's governance practices is set out on the Company’s website at
https://investorhub.jindaleelithium.com/corporate-governance.
Due to the current size and nature of the existing Board and the scale of the Company’s operations, the Board did not consider, for the financial year ended 30
June 2026, that the Company would gain any benefit from having separate committees, and that its resources would be better utilised in other areas as the Board
is of the strong view that at this stage the experience and skill set of the current Board is sufficient to perform these roles. Under the Company’s Board Charter,
the duties that would ordinarily be assigned to separate committees are currently carried out by the full Board under the written terms of reference for those
committees.
RECOMMENDATIONS (4th EDITION)
Principle Compliance
(Yes/No)
Comment
1. Lay solid foundations for management and oversight
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.
Yes The Company’s Constitution provides that the business of the Company is to be managed by or under
the direction of the Board. The roles and responsibilities of the Board are formalised in the Board Charter.
The relationship between the Board and senior management is critical to the Company’s long-term
success. The Directors are responsible to shareholders for the performance of the Company in both the
short and the longer term and seek to balance objectives in the best interests of the Company as a whole.
The Board is responsible for leadership, approval of the corporate strategy, implementation of business
plans, allocation of resources, approval of budgets and capital expenditure, reviewing and monitoring
JINDALEE LITHIUM LIMITED - CORPORATE GOVERNANCE STATEMENT
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Principle Compliance
(Yes/No)
Comment
systems of risk management, internal control and compliance, and the adherence to Company policy and
codes. It also has other obligations of a regulatory and ethical nature.
Day to day management of the Company’s affairs, the implementation of the corporate strategy and
policy initiatives are formally delegated by the Board to appropriate management personnel in
accordance with a written instrument of delegation. This delegation is reviewed on an annual basis.
For a complete list of the functions reserved to the Board and those delegated to management and to
view a copy of the Board Charter, please refer to the Corporate Governance section of the Company’s
website.
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.
Yes The Company performs checks on all potential Directors which include checks on a person’s character,
experience, education, criminal record and bankruptcy history.
Potential Directors are required to provide their consent for the Company to conduct any background or
other such checks and also acknowledge they will have sufficient time available to fulfill their
responsibilities as Director of the Company.
Details pertaining to the skills, qualifications and experience of each Director are displayed on the
Company’s website and also outlined in the Directors’ Report contained within the Company’s 2026
Annual Financial Report (Financial Report).
Directors appointed to fill a casual vacancy on the Board must stand for election at the next Annual
General Meeting (AGM) of the Company, and directors (other than the Managing Director, if any) must
also retire by rotation in accordance with the ASX Listing Rules. Mr Wayne Zekulich and Mr Darren Wates
are the directors standing for re-election at the Company’s 2026 AGM.
The Notice of Meeting for the AGM provides shareholders with information about each Director standing
for election or re-election including details regarding the length of their tenure, relevant skills and
experience.
1.3 A listed entity should have a written agreement with each
director and senior executive setting out the terms of their
appointment.
Yes The appointment of Directors is formalised in accordance with the requirements of the Corporations Act
2001 and the Company’s Constitution.
On appointment to the Board, all Directors enter into a written agreement with the Company. The letter
summarises the Board policies and terms of appointment, including compensation relevant to the office
of Director. Remuneration and other terms of employment for the Managing Director/Chief Executive
Officer (CEO) and other Executive Directors and senior managers are also formalised in written
agreements.
Agreements with Directors are summarised in the Remuneration Report within the Financial Report.
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.
Yes The Company Secretaries are Ms Carly Terzanidis and Mr Tristan Garthe. Details of Ms Terzanidis and
Mr Garthe’s qualifications and experience are provided in the Directors’ Report contained within the
Financial Report.
JINDALEE LITHIUM LIMITED - CORPORATE GOVERNANCE STATEMENT
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Principle Compliance
(Yes/No)
Comment
The Company Secretaries are accountable directly to the Board, through the Chair, on all matters to do
with the proper functioning of the Board. All Directors have unfettered access to the Company
Secretaries.
The decision to appoint or remove Company Secretaries is made and approved by the Board.
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.
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.
Partial The Company acknowledges the importance of diversity within the organisation and recognises the
advantages arising from a workforce comprising individuals with diverse backgrounds, skills, age and
experience. The benefits of promoting a diverse workforce include providing a broader pool of high
quality employees, improving employee retention, accessing different perspectives, ideas and
innovation as well as the benefits resulting from utilising all available talent. Accordingly, the Company
has established a Diversity Policy, a copy of which can be found in the Corporate Governance section of
the Company’s website.
In accordance with this policy, the Board provides information pertaining to the proportion of women
employees across the organisation as at 30 June 2026:
Category Men Women
Whole organisation 8 4
Senior management (excluding Executive Directors) 2 0
Board 5 0
The Company has not fully complied with recommendation 1.5 in setting measurable objectives for
achieving gender diversity. The Board continues to monitor diversity across the organisation and is
satisfied with the current level of gender diversity within the Company as disclosed above. Due to the
size of the Company, its level of activity and its limited number of employees, the Board does not
consider it appropriate at this time to formally set measurable objectives for gender diversity.
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 accordance with that
process during or in respect of that period.
Yes Improvement in Board processes and effectiveness is a continuing objective, and the primary purpose of
the Board performance evaluation is to identify ways to improve performance.
The Board has a process for evaluating the performance of the Board and its Directors, which is generally
is carried out internally without the use of external facilitators and managed by the Chair. This review
involves the performance of the Board against strategic goals and the application of best practice criteria
to the Board’s responsibilities.
The Board considers its processes for reviewing performance of the Board appropriate for the size and
stage of development of the Company. Shareholders are also able to assess the performance of the
JINDALEE LITHIUM LIMITED - CORPORATE GOVERNANCE STATEMENT
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Principle Compliance
(Yes/No)
Comment
Board and individual Directors by the way they govern and manage the Company and vote for or against
their reappointment at the AGM.
An informal review was undertaken during the reporting period in accordance with this process.
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.
Yes The Board reviews the performance of senior executives against appropriate measures relating to their
respective roles and responsibilities. These reviews are carried out at least annually and more often when
deemed necessary. An informal review was undertaken during the reporting period in accordance with
this process.
2. Structure the board to be effective and add value
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.
Yes The Company does not currently have a separately established nomination committee structured in
accordance with the ASX Guidelines, however responsibilities of the full Board include the duties and
responsibilities typically delegated to such a committee. Given the size and the Company’s current stage
of development, the Board does not believe that any marked efficiencies or enhancements would be
achieved by the creation of a separate nomination committee.
When a new Director appointment is to be made the remaining Board members will seek a candidate
that has relevant industry experience, time available to devote to the position of Director and
appropriate skills and expertise that will increase or enhance board diversity and effectiveness. Following
such an appointment that Director will stand for re-election by shareholders at the next AGM. This
Corporate Governance Statement serves as the publicly available policy document for the nomination
and appointment of Directors.
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.
Yes The Company seeks to ensure Board membership comprises an appropriate and diverse mix of skills and
experience to discharge its duties effectively and oversee the business of the Company. A board skills
matrix has been prepared and was reviewed by the Board during the financial year.
The Board Skills Matrix used by the Company sets out the mix of skills, experience and expertise the
Board currently consists of across its membership. As well as general skills expected for Board
membership, the matrix includes skills or professional qualifications in areas such as: geology, mining,
commerce, law, risk and compliance, finance/accounting, capital markets and strategy. Each of these
areas is currently well represented on the Board.
JINDALEE LITHIUM LIMITED - CORPORATE GOVERNANCE STATEMENT
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Principle Compliance
(Yes/No)
Comment
Given the current size and circumstances of the Company, the Board is of the view that the current
Directors possess an appropriate mix of skills, experience, expertise and knowledge to enable the Board
to discharge its responsibilities, deliver on the Company’s corporate objectives and direct the Company
in accordance with high standards of corporate governance. A profile of each Director setting out their
skills, experience and expertise is set out in the Financial Report.
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, affiliation 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 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 considers the following directors to be independent directors:
• Mr Wayne Zekulich (appointed Chair 1 February 2024)
• Mr Darren Wates (appointed 4 August 2022)
• Mr Paul Brown (appointed 1 December 2022)
There are no independent Directors who fall into the category outlined in Box 2.3 of the ASX Guidelines.
The Company will disclose in its Financial Report any instances where this applies and an explanation of
the Board's opinion as to why the relevant Director is still considered to be independent.
Details of each Directors’ skills, length of tenure, experience and expertise relevant to the position held
by each Director are set out in the Directors’ Report of the Financial Report and are also available on the
Company’s website.
The Directors may, in fulfilling their duties, obtain independent professional advice at the Company’s
expense, with the prior approval of the Chair.
2.4 A majority of the board of a listed entity should be independent
directors.
Yes The Board has a majority of independent Directors.
The Board believes that the current composition of the Board is most appropriate for the Company
having regard to its size, its current level of operations and its strategy and includes an appropriate mix
of relevant skills and expertise. The Board recognises the ASX Corporate Governance Council’s
recommendation that the majority of the Board should be comprised of independent Directors and as
the Company grows and/or its circumstances change, the Board may make further appointments of
independent Directors if considered appropriate.
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.
Yes The Company’s Chair, Mr Wayne Zekulich, is an independent director and was appointed to the position
on 1 February 2024.
Mr Ian Rodger is the Company’s CEO and Managing Director.
The Company continues to review its leadership and governance structures in line with its Board Charter.
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.
Yes The Company has established a process for the induction of new Directors. The induction process covers
all aspects of the Company’s activities and operations and includes the provision of information and
meetings held relevant to the position. The Board recognises the importance of providing new Directors
with the opportunity to build their knowledge of the Company quickly to ensure new Directors are able
to make an effective contribution to the work of the Board.
In order to achieve continuing improvement in Board performance, all Directors are encouraged to
undertake professional development. Specifically, Directors are to be provided with access to resources
JINDALEE LITHIUM LIMITED - CORPORATE GOVERNANCE STATEMENT
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Principle Compliance
(Yes/No)
Comment
and training to address skills gaps where they are identified and to receive continuing education
concerning key developments in the Company and in the industry and environment within which the
Company operates.
3. Instil a culture of acting lawfully, ethically and
responsibly
3.1 A listed entity should articulate and disclose its values. Yes The Company has outlined its core vision and values by expressing the standards of behaviour it expects
from its Directors, senior executives and employees in its Code of Conduct, a copy of which can be found
in the Corporate Governance section of the Company’s website.
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.
Yes The Board is responsible for setting the tone of legal, ethical and moral conduct to ensure that the
Company is considered reputable by the industry and other outside entities. This involves considering
the impact of the Company’s decisions on the industry in which it operates, colleagues and the general
community. The Code of Conduct adopted by the Board requires that all Directors, senior executives
and employees abide by the laws, regulations and business practices wherever the Company operates.
The Board maintains an approach that preserves the integrity of any laws or regulations under which the
Company operates. The Board acknowledges that in most cases, the best source of information about
whether the Company is living up to its values are its employees.
The Company has also put in place internal controls to ensure employees only act within the authority
given to them by the Board. This is to ensure that the Board has responsibility for any material
transactions and dealings with outside parties, and that any legal, environmental and social
consequences of such dealings will be properly considered before any action is taken.
The Company has an Environmental, Social and Governance Policy which requires that all Directors,
employees and contractors comply with legal and other obligations to all legitimate stakeholders from
time to time where and to the extent appropriate. The Company is committed to managing its activities
to minimise adverse workforce, community or environmental impacts.
The Company is committed to maintaining the highest standards of integrity and seeks to ensure that all
its activities are undertaken with efficiency, honesty and fairness. The Company also maintains a high
level of transparency regarding its actions consistent with the need to maintain the confidentiality of
commercial-in-confidence material and market integrity. The Company has implemented a Securities
Trading Policy designed to ensure that all Directors, senior managers and employees of the Company act
ethically and do not use confidential information for personal gain.
Copies of the Company’s Code of Conduct; Environmental, Social and Governance Policy; and Securities
Trading Policy are available on the Corporate Governance page of the Company’s website.
The enforceable cultural expectation of the Board is for information concerning any material breaches
of the codes and policies to be reported immediately to the Board.
3.3 A listed entity should:
(a) have and disclose a whistleblower policy; and
Yes The Board encourages the Company’s employees to speak up about any unlawful, irresponsible or
unethical behaviour within the organisation and to this end has established a Whistleblower Protection
Policy, available on the Corporate Governance page of the Company’s website. This policy outlines who
JINDALEE LITHIUM LIMITED - CORPORATE GOVERNANCE STATEMENT
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Principle Compliance
(Yes/No)
Comment
(b) ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.
is entitled to protection as a whistleblower and what that protection entails, and how disclosures made
by whistleblowers are dealt with by the Company.
The enforceable cultural expectation of the Board is for information concerning any material breaches
of this policy to be reported immediately to 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 committee of the board is informed
of any material breaches of that policy.
Yes The Company has established an Anti-Bribery and Corruption Policy, available on the Corporate
Governance page of the Company’s website, setting out the conduct expected by the Company to
minimise the risk of bribery or corruption occurring in connection with its operations and activities, as
well as providing guidance on how to deal with instances of bribery or corruption.
The enforceable cultural expectation of the Board is for information concerning any material breaches
of this policy to be reported immediately to the Board.
4. Safeguard the integrity of corporate reports
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.
Yes The Company does not currently have a separately established audit committee structured in accordance
with the ASX Guidelines. The Board considers that due to the Company’s size, an audit committee’s
functions and responsibilities can be adequately and efficiently discharged by the Board as a whole,
operating in accordance with the Company’s mechanisms designed to ensure independent judgement
in decision making. Each Director has the opportunity to meet with the Company auditor separately and
prior to the final sign-off of the half yearly and final annual accounts.
The Board considers and deals with matters which would ordinarily be attended to by an audit
committee including:
• assessing the adequacy of the Company’s corporate reporting processes and internal control
framework;
• reviewing the Company’s financial statements to provide a true and fair view of the financial
position and performance of the Company;
• approving and monitoring financial reporting judgements and compliance;
• monitoring the principal risks and opportunities of the Company’s business;
• ensuring appropriate risk management systems are established and reviewed;
• approving and monitoring procedures for the selection of the external auditor and rotation of
external audit partners;
• assessing the performance and independence of the external auditors;
• overseeing control and accountability systems; and
• reviewing and approving corporate governance systems.
The CEO is accountable to the Board for management of the Company within authority levels approved
by the Board, and is subject to the supervision of the Board. The CEO and Chief Financial Officer (CFO)
are required to periodically state in writing to the Board that the Company’s financial report presents a
true and fair view of the Company’s financial position and that results are reported in accordance with
relevant accounting standards.
JINDALEE LITHIUM LIMITED - CORPORATE GOVERNANCE STATEMENT
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Principle Compliance
(Yes/No)
Comment
The Company’s process is to appoint external auditors who clearly demonstrate quality and
independence. It is the auditor’s policy to rotate engagement partners on listed companies at least every
five years.
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.
Yes The Board receives regular reports on the Company’s financial and operational results in conjunction
with its Board meetings.
The CEO and the CFO are required to make a declaration in accordance with section 295A of the
Corporations Act 2001 and the ASX Guidelines that, in their opinion, the Company’s financial report
presents a true and fair view of the Company’s financial position and that results are reported in
accordance with relevant accounting standards, and to provide assurance that the declaration is founded
on a sound system of risk management and internal control and that the system is operating effectively
in all material respects. The declaration is provided to Directors before approval of the financial
statements at each reporting interval.
A declaration was received from the CEO and CFO at each financial reporting interval in line with the
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.
Yes The Company’s process for verification of the integrity of any periodic corporate report it releases to the
market that is not audited or reviewed by an external auditor is similar to the process followed for all
releases to the market. That is, it ensures all releases and reports are prepared by appropriately qualified
personnel with access to the appropriate information available to them to support the relevant report
or release. All reports are then checked and approved for release by authorised personnel in accordance
with the Company’s Continuous Disclosure Policy.
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 the
listing rules 3.1.
Yes The Company must comply with the continuous disclosure requirements of the ASX Listing Rules and
Corporations Act 2001, and has established a Continuous Disclosure Policy that is available on the
Corporate Governance page of the Company’s website. The Company is required to disclose to the ASX
any information which a reasonable person would expect to have a material effect on the price or value
of the Company’s securities, unless the information is within certain exception criteria outlined in the
ASX Listing Rules. To ensure it meets its continuous disclosure obligations, the Board has nominated the
CEO and Company Secretary as responsible for all disclosure matters. Their rol
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