Corporate Governance Statement
Released
Released
Announcement PDF
CORPORATE GOVERNANCE STATEMENT
YEAR ENDED 30 JUNE 2026
The Company is committed to implementing the highest standards of corporate governance. In determining what those high standards should involve the Company has
considered the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Recommendations. In line with the above, the Board has set out the way
forward for the Company in its implementation of its Principles of Good Corporate Governance and Recommendations. The approach taken by the Board was to set a blueprint
for the Company to follow as it introduces elements of the governance process. Due to the current size of the Company and the scale of its operations it is neither practical nor
economic for the adoption of all of the recommendations approved via the board charter. Where the Company has not adhered to the recommendations it has stated that fact
in this Corporate Governance Statement however has set out a mandate for future compliance when the size of the Company and the scale of its operations warrants the
introduction of those recommendations.
The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate governance duties.
The Company’s Corporate Governance Plan is available on the Company’s website at https://liviumcorp.com/corporate-governance.
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Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
A listed entity should have and disclose a 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
To add value to the Company the Board has been formed so that it has effective
composition, size and commitment to adequately discharge its responsibilities and
duties. Directors are appointed based on the specific skills required by the
Company and on their decision-making and judgment. 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 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 those delegated duties.
In carrying out its governance role, the main task of the Board is to drive the
performance of the Company. The Board must also ensure that the Company
complies with all of its contractual, statutory and any other legal obligations,
including the requirements of any regulatory body. The Board has the final
responsibility for the successful operations of the Company.
Without intending to limit this general role of the Board, the principal functions and
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responsibilities of the Board cover the following areas:
• Leadership
• Strategy
• Shareholder Liaison
• Risk Management
• Company Finances
• Human Resources
• Occupational health and safety
• Delegation of Authority
• Corporate governance
Further details are set out in the Board Charter.
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.
YES
(a) Directors are appointed based on the specific governance skills required by
the Company. Given the size of the Company and the business that it
operates, the Company aims at all times to have at least one Director with
experience appropriate to the Company’s operations. The Company’s
current Directors all have relevant experience in the operations. In
addition, Directors should have the relevant blend of personal experience
in:
(i) Accounting and financial management; and
(ii) Director-level business experience.
Each member of the Board is committed to spending sufficient time to
enable them to carry out their duties as a Director of the Company.
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In determining candidates for the Board, the Remuneration & Nomination
Committee follows a prescribed process whereby it evaluates the mix of
skills, experience and expertise of the existing Board. In particular, the
Remuneration & Nomination Committee will identify the particular skills
that will enhance the Board's effectiveness. Consideration is also given to
the balance of independent directors. Potential candidates are identified
and, if relevant, the Remuneration & Nomination Committee (or
equivalent) recommends an appropriate candidate for appointment to the
Board. Any appointment made by the Board is subject to approval of
election by shareholders at the next annual general meeting. Each Non-
Executive Director has a written agreement with the Company that covers
all aspects of their appointment including term, time commitment
required, remuneration, disclosure of interests that may affect
independence, guidance on complying with the Company’s corporate
governance policies and the right to seek independent advice, indemnity
and insurance arrangements, rights of access to the Company’s
information and ongoing confidentiality obligations as well as roles on the
Company’s committees. Executive Director agreements includes the same
details as the non-executive directors’ agreements but also includes a
position description, reporting hierarchy and termination clauses.
The Remuneration & Nomination Committee is responsible for
implementing a program to identify, assess and enhance Director
competencies. In addition, the Remuneration & Nomination Committee
puts in place succession plans to ensure an appropriate mix of skills,
experience, expertise and diversity are maintained on the Board. Full
details of the procedure are contained in the Director Selection Procedure.
(b) All material information (such as biographical details, other material
directorships, confirmation that relevant background checks have been
performed, term of office, etc.) relevant to a decision on 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.
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Recommendation 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 Company has a written agreement with each of the Directors and senior
executives 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.
YES
Full details of the Company Secretary’s roles and responsibilities are contained in
the Board Charter.
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:
(i) the measurable objectives set for that period to achieve
gender diversity;
(ii) the entity’s progress in achieving them; and
(iii) 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
the Workplace Gender Equality Act.
YES
(a) The Company recognises and respects the value of diversity at all levels of
the organisation. The Group is committed to workplace inclusion and
diversity at all levels of the organisation, regardless of gender, marital or
family status, sexual orientation, gender identity, age, disabilities,
ethnicity, religious beliefs, cultural background, socio-economic
background, perspective and experience and has adopted an Inclusion
and Diversity Policy.
(b) The Company has set measurable objectives for achieving gender
diversity in the composition of its board, senior executives and workforce
generally.
(c)
(i) The objectives for the employment of women remained the same as
the prior year:
to the Board – 25% by 2027
to senior management – 25% by 2027
to the organisation as a whole – 25% by 2027
(ii) and (iii)(A) As at 30 June 2026, the Company reports the following
proportion of women appointed:
to the Board – 25%
to senior management (including Company Secretary) – 33%
to the organisation as a whole – 44%
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The Company recognises that diversity extends to matters of age, disability,
ethnicity, marital or family status, religious beliefs, cultural background, sexual
orientation, socio-economic background, perspective and experience. Where possible, the
Company will seek to identify suitable candidates for positions from a diverse
pool. The Company will continue to look at other measures of diversity.
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 was undertaken in accordance with that process or in
respect of that period.
YES
It is the policy of the Board to conduct evaluation of individual’s performance. The
objective of this evaluation is to provide best practice corporate governance to the
Company. During the financial year a self-assessment evaluation was undertaken
in relation to the performance of the Board and the Committees. This process was
overseen by the Remuneration & Nomination Committee. The Company has
adopted a Performance Management Policy.
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
or in respect of that period.
YES
It is the policy of the Board to conduct evaluation of individuals’ performance. The
objective of this evaluation is to provide best practice corporate governance to the
Company. An evaluation of the performance of the senior executives in respect of
the year ended 30 June 2026 was carried out with oversight from the Company’s
Remuneration & Nomination Committee.
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:
(i) has at least three members, a majority of whom are
independent directors; and
(ii) is chaired by an independent director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) 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
YES
The role of the Remuneration & Nomination Committee is to help achieve a
structured Board that adds value to the Company by ensuring an appropriate mix
of skills are present in Directors on the Board at all times. Due to the size and
composition of the Board at 30 June 2026, the three Non-Executive Directors, being
Phil Thick, Phillip Campbell and Kristie Young are committee members. The Chair
of the Remuneration & Nomination Committee is Phil Thick. The committee Chair
and its members are all independent directors, and accordingly the Company
complied with this recommendation during the year ended 30 June 2026.
The Company has adopted a Remuneration & Nomination Committee Charter, a
copy of which is available on the Company’s website.
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(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,
experience, independence and knowledge of the entity to enable
it to discharge its duties and responsibilities effectively.
Details regarding meetings held by the Committee during the year are provided in
the Company’s Annual Report.
Recommendation 2.2
A listed entity should have and disclose a board skill 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 has reviewed the skill set of its Board to determine where the skills
lie and any relevant gaps in skills shortages. The Company is working towards filling
these gaps through professional development initiatives as well as seeking to
identify suitable Board candidates for positions from a diverse pool. The Board Skills
Matrix was revised during the year. The Board Skills Matrix is included at Appendix
A.
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, 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 recognises the importance of Non-Executive Directors and the
external perspective and advice that Non-Executive Directors can offer. A Director
is considered to be independent in circumstances where the Director:
• is a Non-Executive Director;
• is not a substantial shareholder of the Company or an officer of, or
otherwise associated directly with, a substantial shareholder of the
Company;
• within the last three years has not been employed in an executive
capacity by the Company or another group member, or been a Director
after ceasing to hold any such employment;
• within the last three years has not been a principal of a material
professional adviser or a material consultant to the Company or another
group member, or an employee materially associated with the service
provided;
• is not a material supplier or customer of the Company or another group
member, or an officer of or otherwise associated directly or indirectly
with a material supplier or customer;
• has no material contractual relationship with the Company or other group
member other than as a Director of the Company;
• has not served on the Board for a period which could, or could reasonably
be perceived to, materially interfere with the Director’s ability to act in
the best interests of the Company;
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• is free from any interest and any business or other relationship which
could, or could reasonably be perceived to, materially interfere with the
Director’s ability to act in the best interests of the Company; and
• does not receive performance based remuneration nor participates in an
employee incentive scheme.
Materiality for the purposes of the points above is determined on the basis of
both quantitative and qualitative aspects with regard to the independence of
Directors.
Independence of the Directors in office at 30 June 2026 is assessed below.
Phillip Campbell (appointed 1 April 2025 & length of service 1.3 years) is a Non-
Executive Director and Chairman of the Company and meets the Company’s criteria
for independence. The experience Mr Campbell brings to the Board makes his
contribution to the Board such that it is appropriate for him to remain on the Board
in his position as Non-Executive Chair.
Simon Linge (appointed 21 August 2023 & length of service as a director 3.2 years)
is Managing Director and CEO of the Company. As Simon performs an executive
role, he is not considered independent.
Kristie Young (appointed 21 December 2020 & length of service 5.5 years) is a
Non-Executive Director of the Company and meets the Company’s criteria for
independence. Her experience and knowledge of the Company makes her
contribution to the Board such that it is appropriate for her to remain on the
Board and in her position as a Non-Executive Director.
Phil Thick (appointed 30 April 2021 & length of service 5.2 years) is a Non-Executive
Director of the Company and meets the Company’s criteria for independence. His
experience and knowledge of the Company makes his contribution to the Board
such that it is appropriate for him to remain on the Board.
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Recommendation 2.4
A majority of the board of a listed entity should be independent
directors.
YES
The Company is in compliance with this recommendation.
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.
YES
The Chairperson is an independent Director who is not the CEO / Managing
Director.
Recommendation 2.6
A listed entity should have a program for inducting new directors and
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
It is the policy of the Company that each new Director undergoes an induction
process in which they are given a full briefing on the Company, as per the Director
Induction Program. Where possible this includes meetings with key executives,
tours of the premises, an induction package and presentations. Information
conveyed to new Directors include:
• details of the roles and responsibilities of a Director;
• formal policies on Director appointment as well as conduct and
contribution expectations;
• a copy of the Corporate Governance Statement, Charters, Policies and
Memos; and
• a copy of the Constitution of the Company.
In order to achieve continuing improvement in Board performance, all Directors are
encouraged to undergo continual professional development.
Principle 3: Instil a culture of acting lawfully, ethically & responsibly
Recommendation 3.1
A listed entity should articulate and disclose its values. YES
The Company’s 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
YES
As part of its commitment to recognising the legitimate interests of stakeholders,
the Company has established a Code of Conduct for Directors, Senior Executives
and Employees to guide compliance with legal and other obligations to legitimate
stakeholders and to assist the Board to carry its functions. These stakeholders
include employees, clients, customers, government authorities, creditors and the
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(b) ensure that the board or a committee of the board is informed of
any material breaches of that code.
community as whole. In general, the Board is responsible for, and has the authority
to determine, all matters relating to the policies, practices, management and
operations of the Company. It is required to do all things that may be necessary to
be done in order to carry out the objectives of the Company.
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.
YES
The Company has adopted a Whistleblower Policy, a copy of which is available on
the Company’s website. The Audit & Risk Committee is informed of any material
instances 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.
YES
The Company has adopted an Anti-Bribery and Anti-Corruption Policy, a copy of
which is available on the Company’s website. The Audit & Risk Committee is
informed of any material breaches reported under 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:
(i) has at least three members, all of whom are non-executive
directors and a majority of whom are independent
directors; and
(ii) is chaired by an independent director, who is not the chair
of the board,
and disclose:
(iii) the charter of the committee;
(iv) the relevant qualifications and experience of the members
of the committee; and
(v) 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 financial reporting, including the processes for the
YES
At 30 June 2026, the Audit and Risk Committee consists of Kristie Young (Chair), Phil
Thick and Phillip Campbell who are all independent Non-Executive Directors with
experience relevant to being a member of the Audit and Risk Committee. Kristie
Young has had experience with audit and financial compliance as part of her
responsibilities with various companies. Phil Thick and Phillip Campbell have had
experience with audit and financial compliance as part of their responsibilities with
various companies across various executive roles. The Company complied with this
recommendation during the year ended 30 June 2026.
The Company has adopted an Audit & Risk Committee Charter, a copy of which is
available on the Company’s website.
Details regarding meetings held by the Committee during the year are provided in
the Company’s Annual Report.
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appointment and removal of the external auditor and the
rotation of the audit engagement partner.
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.
YES
The CEO and CFO provide a declaration to the Board in accordance with section
295A of the Corporations Act for each financial report and assure the Board that
such declaration is founded on a sound system of risk management and internal
control and that the system is operating effectively in all material respects in
relation to financial reporting risks.
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 Board carries out the following processes to verify and safeguard the integrity
of its periodic corporate reporting:
• regular review of financial reports;
• variance analysis; and
• CEO and CFO sign-off on quarterly, half-yearly and annual financial reports.
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.
YES
In accordance with the Continuous Disclosure Policy, the Board has designated the
Company Secretary as the person responsible for overseeing and coordinating
disclosure of information to the ASX as well as communicating with the ASX. In
accordance with the ASX Listing Rules the Company immediately notifies the ASX
of information:
• concerning the Company that a reasonable person would expect to have
a material effect on the price or value of the Company’s securities; and
• that would, or would be likely to, influence persons who commonly invest
in securities in deciding whether to acquire or dispose of the Company’s
securities.
Recommendation 5.2
A listed entity should ensure that its board receives copies of all material
market announcements promptly after they have been made.
YES
The Company has established a process whereby all directors receive notification
of all announcements immediately upon release to the market.
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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.
YES
Presentations are released on the ASX Market Announcements Platform ahead of
the presentation being given.
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.
YES
The Company’s website includes the following:
• Corporate Governance Policies / Codes / Charters / Frameworks
• Names and biographies of each of its directors and senior executives
• Constitution
• Copies of annual, half yearly and quarterly reports
• ASX announcements
• Copies of notices of meetings of security holders
• Media releases
• Company’s values
• Overview of the business division operations and assets
• Historical market price information of the securities on issue
• Contact details for the share registry and media enquiries
Recommendation 6.2
A listed entity should have an investor relations program that facilitates
effective two-way communication with investors.
YES
The Company respects the rights of its shareholders and to facilitate the effective
exercise of those rights the Company is committed to:
• communicating effectively with shareholders through releases to the
market via ASX, information distributed to shareholders, general
meetings of the Company, and through Investor Hub;
• giving shareholders ready access to balanced and understandable
information about the Company and corporate proposals;
• requesting the external auditor to attend the annual general meeting and
be available to answer shareholder questions about the conduct of the
audit and the preparation and content of the auditor’s report of future
Annual Reports.
The Company also makes available a telephone number and email address for
shareholders to make enquiries of the Company.
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Recommendation 6.3
A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
YES
The Company respects the rights of its shareholders and to facilitate the effective
exercise of those rights the Company is committed to making it easy for
shareholders to participate in shareholder meetings of the Company. The Company
also makes available a telephone number and email address for shareholders to
make enquiries of the Company.
Recommendation 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
All substantive resolutions, including any resolutions that relate to ASX listing rules,
at a meeting of security holders are decided by a 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.
YES
Shareholders are regularly given the opportunity to receive communications
electronically.
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:
(i) has at least three members, a majority of whom are
independent directors; and
(ii) is chaired by an independent director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) 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 process it employs for
overseeing the entity’s risk management framework.
YES
The Board has established an Audit & Risk Committee. Details of the composition
of the committee are provided above against Recommendation 4.1.
Recommendation 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 that the entity is
YES
The Company has established a Risk Management Policy and system for oversight
and management of material business risk. A review risks has been undertaken
during the reporting period.
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operating with due regard to the risk appetite set by the board;
and
(b) disclose in relation to each reporting period, whether such a
review has taken place.
The Company’s Risk Management Policy states that the Board as a whole is
responsible for the oversight of the Company’s risk management and control
framework. The objectives of the Company’s Risk Management Strategy are to:
• identify risks to the Company;
• balance risk to reward;
• ensure regulatory compliance is achieved; and
• ensure senior executives, the Board and investors understand the r
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