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 22 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://deltalithium.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
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2026
CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
COMPLY
(Yes/No)
EXPLANATION
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.
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
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 100% -
Other employees 63% 37%
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2026
CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
COMPLY
(Yes/No)
EXPLANATION
executive” for these purposes);
or
(2) 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.
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, formed in
FY2023, 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.
Immediately following the end of FY2026, the Board
conducted a formal review of its senior executives. 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 to 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 from 1 July to 28 April 2026
and 3 members from 28 April until 30 June 2026. Due to
the composition of the Board the majority of the committee
was not independent. The committee was chaired by an
independent director, Mr Nader El Sayed up to 15 July
2025. From 15 July 2025 the committee was chaired by Mr
Steve Kovac.
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.
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2026
Skill / experience Number
Senior Leadership 3
Mining and Exploration 3
Risk, Legal, Commercial and Corporate
governance
3
Shareholders and Stakeholders 3
Corporate strategy 3
People and Culture 3
Sustainability 3
Finance and accounting 2
Business development 3
Geographic experience – WA 2
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 three directors at 30 June 2026.
One of these directors was considered to be an independent
director (Mr Nader El Sayed). Mr Croser as CEO and
Managing Director is not considered independent. Mr Kovac
was not considered independent being an employee and
nominee of a substantial shareholder.
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 Nader El Sayed is the
current Non-Executive Chair of the Board. He is not the
same person as the CEO.
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2026
Mr El Sayed is considered an independent director. Mr El
Sayed assumed the Chair role on 25 November 2024.
2.6 Companies should have a program for
inducting new directors and provide
appropriate professional development
opportunities for directors to develop
and maintain the skills and knowledge
needed to perform their role as
directors effectively.
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 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.
https://deltalithium.com.au/corporate-governance
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://deltalithium.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://deltalithium.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: Yes The Company’s Anti-Corruption and Anti-Bribery Policy is
available on the Company’s website.
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2026
(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.
https://deltalithium.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:
(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 has 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 until 28 April 2026 with two members from this
date until 30 June 2026. The committee consisted of a
majority being independent until 15 July 2025 with Mr Tim
Manners as Chair. From the 15 July 2025 the committee
was chaired by an independent director Mr Nader El
Sayed who is also Chair of the Company. Due to the size
and composition of the Board the committee did not
consist of a majority of independent Directors.
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
March 2023, 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
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.
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2026
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.
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.
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
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
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2026
Market Announcements Platform
ahead of the presentation.
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://deltalithium.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 management and the Board.
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:
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
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2026
(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 risk
committee or committees that
satisfy (a) above, disclose that
fact and the processes it
employs for overseeing the
entity’s risk management
framework.
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 until 28 April 2026 with two members from this
date until 30 June 2026. The committee consisted of a
majority being independent until 15 July 2025 with Mr Tim
Manners as Chair. From the 15 July 2025 to the end of the
financial year the committee was chaired by an
independent director Mr Nader El Sayed who is also Chair
of the Company. Due to the size and composition of the
Board the committee did not consist of a majority of
independent directors.
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.
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
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.
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2026
improving the effectiveness of
its risk management and
internal control processes.
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
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