Corporate Governance Statement and Appendix 4G
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Released
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Corporate Governance Statement 1
Kali Metals Limited (ACN 653 279 371) (“the Company”)
Corporate Governance Statement
This Corporate Governance Statement is current as at 9 September 2026 and has been approved by the Board of the Company on that date.
This document discloses the extent to which the Company has followed the recommendations set by the ASX Corporate Governance Council in the fourth
edition of its Corporate Governance Principles and Recommendations (ASX Recommendations). The ASX Recommendations are not mandatory, however
the ASX Recommendations that will not be followed have been identified and reasons provided for not following them along with what (if any) alternative
governance practices the Company adopted, or intends to adopt, instead of the relevant ASX Recommendation.
The Company’s corporate governance policies were adopted on 3 November 2023 and are available on the Company’s website at www.kalimetals.com.au.
All references to “the Board” below are references to the board of the Company. All references to “Shareholders” below are references to shareholders of
the Company.
Principles and Recommendations Comply
(Yes / No)
Explanation
Principle 1 – Lay solid foundations for management and oversight
Recommendation1.1
A listed entity should disclose:
(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 (a) The Board Charter is disclosed on the Company’s website and sets out the
principles for the operation of the Board and describes the functions of the Board
and the functions delegated to management of the Company.
(b) Clause 2 of the Board Charter sets out the responsibilities and functions of the
Board. The Board may delegate consideration to a committee of the Board
specifically constituted for the relevant purpose.
Clauses 3 and 8 of the Board Charter set out the responsibilities delegated to the
CEO, management and the company secretary.
Clause 7 of the Board Charter sets out the roles and responsibilitiesof the chair of
the Board (Chair).
Under authority from the Board, the Managing Director is responsible for running
the affairs of the Company. Management is responsible for supporting and
Corporate Governance Statement 2
Principles and Recommendations Comply
(Yes / No)
Explanation
assisting the Managing Director in the operations and financial aspects of the
Company. Management is responsible for reporting all matters which fall within
the Company's materiality thresholds at first instance to the Managing Director,
who will then report to the Board where appropriate.
Recommendation1.2
A listed entity should
(a) undertake appropriate checks before
appointing a person, or putting forward to
shareholders a candidate for election, as a
director; and
(b) provide shareholders with all material
information in its possession relevant to a
decision on whether or not to elect or re-elect
a director.
Yes (a) Clause 5 of the Board Charter notes that in considering any selection,
appointment or re-appointment to the Board, the Board will consider the
necessary and desirable competencies of any directors and proposed directors.
Additionally, the Board will ensure that the Company undertakes appropriate
checks before appointing a person or putting forward to securityholders a
candidate for election including but not limited to checks on their experience,
education and character. Clause 5 of the Board Charter further notes that before
appointment to the Board, candidates for selection, election or re-election must
confirm they will have sufficient time to fulfil their office, in light of other
commitments.
(b) The Board Charter also states in Clause 5 the Board will ensure that the Company
provides Shareholders with all material information in its possession relevant to a
decision on whether or not to elect or re-elect a director in the Notice of Meeting.
The Annual Report discloses the Board’s skills and experience.
Recommendation1.3
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 director and senior executive setting
out the terms of their appointment. The Company will disclose any material variations to
these agreements in accordance with the ASX Listing Rules.
Recommendation1.4
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 Clause 8 of the Board Charter provides that the company secretary is accountable to the
Board through the Chair on all matters to do with the proper functioning of the Board.
Clause 8 of the Board Charter provides that the Board appoints and removes the
company secretary and that all directors are to have direct access to the company
secretary.
Corporate Governance Statement 3
Principles and Recommendations Comply
(Yes / No)
Explanation
Recommendation1.5
A listed entity 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:
(i) 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 executive” for
these purposes); or
(ii) 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 the Act.
Partly (a) The Company has a Diversity Policy which applies to all employees, senior
executives and directors of the Company and subsidiaries. The Company has not
fully complied with Recommendation 1.5, as the Board has not set measurable
objectives for achieving gender diversity. Given the size of the Company and its
relatively small number of employees, the Board does not currently consider it
appropriate to establish formal measurable objectives. The Board will continue to
monitor the Company’s diversity and review the appropriateness of establishing
measurable objectives as the Company grow.
(b) The Diversity Policy is disclosed on the Company’s website.
(c) As at the reporting date, the proportion of female employees across the
organisation is as follows:
i. Proportion of women across the organisation – 33%
ii. Proportion of women in senior executive positions – 25%
iii. Proportion of women on the board – 0%
The entity is not a relevant employer under the Workplace Gender Equality Act
2021.
Corporate Governance Statement 4
Principles and Recommendations Comply
(Yes / No)
Explanation
Recommendation1.6
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, in relation to each reporting period,
whether a performance evaluation was
undertaken in the reporting period in
accordance with that process.
Yes (a) Clause 6 of the Board Charter provides that the Board will regularly carry out a
review of its performance, its committees and each director. The Chair is tasked
with managing this process along with the Remuneration and Nomination
Committee.
(b) The Board employs a system of continuous performance evaluation in lieu of a
formal review process.
Recommendation1.7
A listed entity 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 (a) Clause 6 of the Board Charter provides that the Board will regularly carry out a
formal review of the performance of the Managing Director and other senior
management against guidelines approved by the Board. The Managing Director
will conduct the review for senior executives that have direct reports. The Board
will be responsible for the Managing Director’s review.
(b) Clause 6 of the Board Charter notes that the Board will confirm annually whether
this review has taken place. The Company employs a system of continuous
performance evaluation in lieu of a formal review process. The current Managing
Director commenced employment after the reporting date.
Principle 2 – Structure the board to be effective and add value
Recommendation2.1
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
Partly (a) The Company has a Remuneration and Nomination Committee (RNC) Charter
outlining the responsibilities of the RNC.
(i) During the reporting period, the RNC comprised three members, but a
majority of its members were not independent directors. Accordingly, the
Company did not fully comply with Recommendation 2.1(a)(i).
(ii) The RNC is chaired by an independent director (Simon Coyle).
Corporate Governance Statement 5
Principles and Recommendations Comply
(Yes / No)
Explanation
(ii) is chaired by an independent director;
and disclose
(iii) the charter of the committee;
(iv) the members of the committee;
(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 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.
(iii)The RNC Charter is be disclosed on the Company’s website.
(iv) During the reporting period, the members of the RNC were Simon Coyle
(Chair), Luke Reinehr and Graeme Sloan. Mr Sloan ceased to be a member of
the RNC following his resignation from the Board on 30 June 2026.
(v) The RNC did not hold any separate meetings during the reporting period.
Matters within the responsibilities of the RNC were considered by the Board
as part of its regular Board meetings.
Recommendation2.2
A listed entity 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 A Board Skills Matrix has been developed and is regularly reviewed by the Board to
ensure it has an appropriate mix of skills, experience and diversity to conduct its
operations in an effective manner.
Clause 5 of the Board Charter sets out the aim of the Board to have an appropriate mix of
skills, experience, expertise and diversity relevant to the Company’s business and the
Board’s duties and responsibilities.
Clause 2 of the Board Charter provides that the Board will regularly assess the
independence of all directors.
The current board skills matrix that has been adopted by the Company is set out in
Attachment A.
Corporate Governance Statement 6
Principles and Recommendations Comply
(Yes / No)
Explanation
Recommendation2.3
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 discloses:
(a) Simon Coyle is an independent director;
(b) the Company does not have any directors who fall into this category; and
(c) the length of service of each director is disclosed in the Company’s Annual Report.
Recommendation2.4
A majority of the board of a listed entity should be
independent directors.
No Clause 4 of the Board Charter provides that the majority of the Board should, to the extent
practicable having regard to the size and composition of the Board from time to time,
comprise independent directors.
During the financial year ended 30 June 2026, the Board comprised four directors, being
Luke Reinehr, Paul Adams, Simon Coyle and Graeme Sloan. Simon Coyle and Graeme Sloan
were considered independent directors. Accordingly, independent directors represented
50% of the Board and did not constitute a majority.
Mr Sloan resigned asadirector effective 30 June 2026.Following hisresignation, the Board
comprises three directors, of whom Simon Coyle is considered independent.
The Board considers that its current composition is appropriate having regard to the size
and nature of the Company’s operations and the skills and experience of its directors. The
Board will continue to review its composition as the Company develops.
Recommendation2.5 No The Chair, Luke Reinehr, is not considered an independent director but is not the same
person as the Managing Director.
Corporate Governance Statement 7
Principles and Recommendations Comply
(Yes / No)
Explanation
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.
Clause 7 of the Board Charter provides that, where practicable, the Chair should be an
independent director. While the Company does not currently comply with this
recommendation, the Board considers that Mr Reinehr is the appropriate person to serve
as Chair given his considerable skills, experience and deep understanding of the
Company’s business. The Board considers that Mr Reinehr exercises objective and
unbiased judgement in carrying out his role as Chair
Recommendation2.6
A listed entity 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 Clause 5 of the Board Charter provides that new directors will be briefed on their roles and
responsibilitiesand the minutesand papersof Board and committee meetingswillbe made
available to them. It also provides that time will be allocated at Board and committee
meetings for the continuing education of directors on significant issues facing the
Company and changes to the regulatory environment.
Principle 3 – Instil a culture of acting lawfully, ethically and responsibly
Recommendation3.1
A listed entity should articulate and disclose its
values.
Yes The Company has a Code of Conduct which articulates the Company’s values.
Recommendation3.2
A listed entity should:
(a) have a code of conduct for its directors, senior
executives and employees; and
(b) disclose that code or a summary of it.
Yes (a) The Company has a Code of Conduct which applies to directors, senior
executives and employees of the Company.
(b) A copy of the Company’s Code of Conduct is disclosed on its website.
Recommendation3.3 Yes (a) The Company has a Whistleblower Protection Policy.
Corporate Governance Statement 8
Principles and Recommendations Comply
(Yes / No)
Explanation
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.
(b) Clause 11 of the Whistleblower Protection Policy provides that the Board or its
delegated committee will be informed of any material incidents reported under
the Policy.
Recommendation3.4
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 (a) The Company has an Anti-Bribery and Corruption Policy.
(b) Clause 4 of the Anti-Bribery and Corruption Policy provides that all material
breaches of the Policy must be reported immediately to the Board.
Principle 4 – Safeguard the integrity of corporate reports
Recommendation4.1
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;
Partly The Company has established an Audit and Risk Management Committee (ARC) which is
governed by the ARC Charter which sets out its roles and responsibilities.
Clause 2(a) of the ARC Charter provides that given the current size and composition of
the Board and the nature and scope of the operations of the Company, the Board will
perform the role of the ARC.
(i) The ARC, whilst not made up entirely of non-executive directors, is made up
of three directors: Luke Reinehr, Paul Adams and Simon Coyle;
(ii) The ARC is not chaired by the Chair, and is chaired by an independent
director, Simon Coyle;
(iii) The charter of the ARC is disclosed and available on the Company’s
website;
Corporate Governance Statement 9
Principles and Recommendations Comply
(Yes / No)
Explanation
(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 corporate reporting, including
the processes for the appointment and
removal of the external auditor and the
rotation of the audit engagement partner.
(iv) All director’s qualifications and experience are detailed in the Annual
Report; and
(v) The ARC did not convene separately during the reporting period. Instead,
matters within the scope of the ARC were considered by the Board as part
of its regular meeting agenda when required.
Recommendation4.2
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 Clause 6 of the ARC Charter provides that the ARC will review the Company’s financial
statements with management and its external auditor before providing their
recommendation to the Board with regard to approval of the statements. The ARC is also
responsible for ensuring that appropriate processes are in place to form the basis upon
which the persons performing the function of Chief Executive Officer and Chief Financial
Officer provide the recommended declarations in relation to the Company’s financial
statements.
Recommendation4.3 Yes Any periodic corporate reports are prepared by the finance manager, reviewed by the CFO
and presented to the Board for sign off prior to release to the market.
Corporate Governance Statement 10
Principles and Recommendations Comply
(Yes / No)
Explanation
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.
Principle 5 – Make timely and balanced disclosure
Recommendation5.1
A listed entity should:
(a) have a written policy for complying with its
continuous disclosure obligations under the
Listing Rules; and
(b) disclose that policy or a summary of it.
Yes (a) The Company has adopted a Disclosure Policy,
(b) The Policy is disclosed on the Company’s website.
Recommendation5.2
A listed entity should ensure that its Board receives
copies of all material market announcements
promptly after they have been made.
Yes Clause 4 of the Disclosure Policy notes that the Board will be provided with copies of all
material market announcements promptly after they have been made.
Recommendation5.3
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 Clause 9 of the Disclosure Policy provides that a copy of any new and substantive investor
or analyst presentation must be released to ASX prior to the presentation being made.
Principle 6 – Respect the rights of securityholders
Recommendation6.1 Yes The Company provides information about itself and its governance on its website
pursuant to its Shareholder Communication Policy.
Corporate Governance Statement 11
Principles and Recommendations Comply
(Yes / No)
Explanation
A listed entity should provide information about itself
and its governance to investors via its website.
Recommendation6.2
A listed entity should design and implement an
investor relations program to facilitate effective two-
way communication with investors.
Yes The Company’s Shareholder Communication Policy provides for an investor relations
program which actively encourages two-way communication:
through the Company’s AGM, where Shareholder participation is actively
encouraged and facilitated; and
by providing Shareholders with information via the investor section of the
Company’swebsite and the option to receive email communicationsand send email
communications directly to the Company and to the Company’s share registry.
Recommendation6.3
A listed entity should disclose the policies and
processes it has in place to facilitate and encourage
participation at meetings of security holders.
Yes The Company discloses its Shareholder Communication Policy on its website.
Recommendation6.4
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 Clause 6 of the Company’s Shareholder Communication Policy provides that the
Company will ensure that all substantive resolutions at a meeting of shareholders are
decided by a poll rather than by a show of hands.
Recommendation6.5
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 The Company’s Shareholder Communication Policy provides securityholders the option
to receive email communications and send email communications directly to the
Company and to the Company’s share registry.
Corporate Governance Statement 12
Principles and Recommendations Comply
(Yes / No)
Explanation
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 processes it employs for
overseeing the entity’s risk management
framework.
Partly The Company has established the ARC which is governed by the ARC Charter which sets
out its roles and responsibilities.
Clause 2(a) of the ARC Charter provides that given the current size and composition of
the Board and the nature and scope of the operations of the Company, the Board will
perform the role of the ARC.
(vi) One director is independent, Simon Coyle;
(vii) The ARC is not chaired by the Chair, and is chaired by an independent
director, Simon Coyle;
(viii) The charter of the ARC is disclosed and available on the Company’s
website;
(ix) the members of the committee are Luke Reinehr, Paul Adams and Simon
Coyle; and
(x) The ARC did not convene separately during the reporting period. Instead,
matters within the scope of the ARC were considered by the Board as part
of its regular meeting agenda when required.
(b) The Company regularly monitors its risk management framework and has in place
a risk register which is discussed regularly at Board meetings, with inputs from the
senior executive team.
Recommendation 7.2
The board or a committee of the board should:
Yes (a) Clause 7 of the ARC Charter provides that the ARC, or in their absence the Board,
is responsible for reviewing the risk framework of the Company at least annually
to satisfy itself that it continues to be sound.
Corporate Governance Statement 13
Principles and Recommendations Comply
(Yes / No)
Explanation
(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.
(b) Risk management is specifically discussed by the full Board at the Company’s
board meetings during the year. The Board considers that this processadequately
monitors the Company’s risk management framework.
Recommendation 7.3
A listed entity 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 improving the
effectiveness of its risk management and
internal control processes.
Partly (a) Due to the size of the Company and its current level of activity and operations,
the Company does not have an internal audit function.
(b) The Company conducts periodic reviews of the Company’s financial systems,
documents and processes, and any recommendations for improvement are
reported to the Board as part of the Company’s risk management processes.
The Board will periodically review whether there is a need for an internal audit function
that complies with Recommendation 7.3.
Recommendation 7.4
A listed entity 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 In order to mitigate any material exposure to economic, environmental and social
sustainability risks, the Board has oversight of risk management and meet to review and
assess risks. The Company currently does not have any material exposure to economic,
environmental or social risks.
Principle 8 – Remunerate fairly and responsibly
Recommendation 8.1
The board of a listed entity should:
(a) have a remuneration committee which:
(i) has at least three members, a majority
of whom are independent directors; and
Partly (a) The Company has a RNC which:
(i) During the reporting period, the RNC comprised three members, being
Simon Coyle, Graeme Sloan and Luke Reinehr. Simon Coyle and Graeme
Corporate Governance Statement 14
Principles and Recommendations Comply
(Yes / No)
Explanation
(ii) is chaired by an independent director.
and disclose:
(i) the charter of the committee;
(ii) the members of the committee; and
(iii) 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 remuneration committee,
disclose that fact and the processes it
employs for setting the level and composition
of remuneration for directors and senior
executives and ensuring that such
remuneration is appropriate and not excessive.
Sloan were considered independent directors and therefore a majority of
the RNC members were independent;
(ii) Is chaired by an independent director, Simon Coyle;
(iii) The RNC Charter is available on the Company’s website;
(iv)During the reporting period, the members of the RNC were Simon Coyle
(Chair), Graeme Sloan and Luke Reinehr. Mr Sloan ceased to be a member of
the RNC following his resignation from the Board effective 30 June 2026;
and
(v) The RNC did not hold separate meetings during the reporting period.
Instead, all RNC matters were considered as part of the Board’s agenda. The
Board, acting in its capacity as the RNC, met on approximately seven
occasions during the reporting period.
Recommendation 8.2
A listed entity should separately disclose its policies
and practices regarding the remuneration of non-
executive directors and the remuneration of
executive directors and other senior executives.
Yes Clause 2(b) of the Board Charter and Clause 4(a) of the RNC Charter provide for the
evaluation and approval by the Board (with the assistance of the Remuneration and
Nomination Committee) of the remuneration packages of non-executive directors,
executive directors and other senior executives (including in relation to the administration
of short-term and long-term incentive plans and engagement of external remuneration
consultants).
The remuneration of any executive director will be decided by the Board, without the
affected executive director participating in that decision-making process. In addition,
subject to any necessary regulatory or Shareholder approvals, a director may be paid fees
or other amounts as the directors determine where a director performs special duties or
otherwise performs services outside the scope of the ordinary duties of a directo
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