Appendix 4G & Corporate Governance Statement
Released
Released
Announcement PDF
3990-03/1360828_2 1
TREK METALS LIMITED
ARBN 124 462 826
(Company)
CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement is current as at 1 June 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 follows 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 will not be followed have been identified and reasons provided for not following them along with
what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.
The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate governance
duties.
Due to the current size and nature of the existing Board and the magnitude of the Company’s operations, the Board does not consider that the
Company will gain any benefit from individual Board 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 individual committees are currently carried out by the full Board under the written terms of
reference for those committees. The Company’s Corporate Governance Charters, Policies & Procedures are available on the Company’s website
at https://trekmetals.com.au/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 which sets
out the respective roles and responsibilities of the Board, the
Chair and management, and includes a description of 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, 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 role and specific responsibilities of
the Board, requirements as to the Board’s composition, the roles and
responsibilities of individual Directors, the Chairman and any
appointed Managing or Executive Directors, Non-Executive Directors
and management, details of the Board’s relationship with
management, details of the Board’s performance review, and details
of the Directors’ right to seek independent advice.
A copy of the Company’s Board Charter is available on the
Company’s website.
Recommendation 1.2
A listed entity should:
(a) undertake appropriate checks before appointing a director
or senior executive or putting someone forward for
election as a director; and
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect or
re-elect a director.
YES
(a) The Company has guidelines for the appointment and selection
of the Board in its Nomination Committee Charter. The
Nomination Committee Charter requires the Nomination
Committee (or, in its absence, the Board) to ensure appropriate
checks are undertaken before appointing a Director (including a
review of qualifications, capabilities, ability to serve, conflicts of
interest and other relevant factors). An informal induction
program with any new director is undertaken by the Chairman
and Company Secretary.
(b) All material information relevant to a decision on whether or not
to elect or re-elect a Director will be provided to security holders
in any Notice of Meeting containing the resolution to elect or re-
elect a Director.
Directors are encouraged to undertake continuing education relevant
to the discharge of their obligations as Directors of the Company.
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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 ensures that each Director and senior executive is a
party to a written agreement with the Company which sets out the
terms of that Director’s or senior executive’s 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
The Company Secretary is accountable directly to the Board, through
the Chair, on all matters to do with the proper functioning of the
Board.
Recommendation 1.5
A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board set
measurable objectives for achieving gender diversity in
the composition of its board, senior executives and
workforce generally; and
(c) disclose in relation to each reporting period:
(1) the measurable objectives set for that period to
achieve gender diversity;
(2) the entity’s progress towards achieving those
objectives; and
(3) either:
(A) the respective proportions of men and women on
the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s most
YES
(a) 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 and to assess annually
both the objectives if any have been set and the Company’s
progress in achieving them. The Diversity Policy is available on
the Company’s website.
The Company recognises that the mining and exploration industry in
the past has been male dominated in many of the operational sectors,
however, the board notes and supports the increase of women
involved in the mining and junior exploration sector. The Company
recognises the benefits arising from employee and Board diversity,
including a broader pool of high-quality employees, improving
employee retention and motivation, accessing different perspectives
and ideas and benefiting from all available talent.
Where possible, the Company will seek to identify suitable
candidates for board positions from a diverse pool that is not limited
by gender, age, ethnicity or cultural background.
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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 Board has developed the following objectives regarding gender
diversity and aims to achieve and maintain these objectives over the
next five years as the company grows its activities and as/if any
director and senior executive positions become vacant and
appropriately qualified candidates become available:
(b)
(i) the respective proportions of women on the Board, in senior
executive positions and across the whole organisation at the
end of the year are set out in the following table:
Diversity
objectives
Progress at 31
March 2026
Whole organisation (20%) 1 out of 10 (10%)
Senior Executive
positions
(20%) 0 out of 5 (0%)
Board (20%) 0 out of 4 (0%)
The Company defines “senior executive” as the Board and first line
reporting to the Board.
The Board acknowledges that the gender diversity objectives set for
the 2026 reporting period have not been met. The Board recognises
that the small size of the organisation have constrained the
opportunity to improve gender representation. The objectives will be
retained and considered again for the 2027 reporting period.
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
YES
(a) The Board is responsible for evaluating the performance of the
Board, its committees and individual Directors on an annual
basis. The process for this is set out in the Company’s Process
for Performance Evaluation Policy, which is available on the
Company’s website.
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(b) disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting
period in accordance with that process.
(b) The Company recognises the importance of a formal
performance evaluation. During the year the Board conducted
an informal review of its performance with each Director
providing input of the Board performance against the key
responsibilities and duties.
The general feedback was that the board continues to
adequately fulfill its governance responsibilities and has an
appropriate mix of skills, experience, and independence.
Recommendation 1.7
A listed entity should:
(a) have and disclose a process for evaluating the
performance of its senior executives at least once every
reporting period; and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
YES
(a) The Board is responsible for evaluating the performance of the
Company’s senior executives on an annual basis. A senior
executive, for these purposes, means key management
personnel (as defined in the Corporations Act) other than a non-
executive Director.
The Company’s Performance Evaluation Policy and
Remuneration Committee Charter are both available on the
Company’s website.
(b) During the year, one of the Directors completed a review of the
CEO’s performance during the reporting period which was then
tabled and reviewed at the next Board meeting. Informal
discussions are also conducted between the Chairman and CEO
regularly during the course of the year.
Principle 2: Structure the Board to 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:
(a) The Company does not have a Nomination Committee. The
Company’s Nomination Committee Charter provides for the
creation of a Nomination Committee (if it is considered it will
benefit the Company), with at least two members, a majority of
whom are independent Directors and an independent Chairman.
The Nomination Committee Charter is available on the
Company’s website.
(b) The Company does not have a Nomination Committee as the
Board considers the Company will not currently benefit from its
establishment. In accordance with the Company’s Board
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(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 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.
YES
Charter, the Board carries out the duties that would ordinarily be
carried out by the Nomination Committee under the Nomination
Committee Charter, including the following processes to address
succession issues and to ensure 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:
(i) devoting time at least annually to discuss Board succession
issues and consider the balance of skills, experience,
independence and knowledge of the Board; and
(ii) all Board members being involved in the Company’s
nomination process, to the maximum extent permitted under
the Corporations Act and ASX Listing Rules.
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
Under the Nomination Committee Charter, the Nomination
Committee (or, in its absence, the Board) is required to implement
processes to assess the necessary and desirable competencies of
Board members, including, experience, expertise, skills and
performance of the Board and its committees to ensure the
appropriate mix of skills and expertise is present to facilitate
successful strategic direction.
The Company supports the appointment of Directors who bring a
wide range of business and professional skills and experience.
For the majority of the year, the Company had a Board of Directors
comprising of three Non-Executive Directors (including the
Chairman) with Mr Andrew Reece joining the Board in December
2025.
As an overriding principle, the Board seeks a mix of skills suitable for
a junior resources company listed on the Australian Securities
Exchange. A summary of the key board skills matrix is set out below:
Full details as to each Director length of service and relevant skills
and experience are available in the Company’s Annual Report and
on the Company’s website.
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Board Skills Matrix
Current Director/Skills Capital Markets Resources Industry Mining Finance/HR Listed
Company
Tony Leibowitz (resigned 30 April 2026) √ √ √ √
Neil Biddle √ √ √ √
John Young √ √ √ √
Andrew Reece (Appointed 2 Dec 2025) √ √ √
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 of the ASX
Corporate Governance Principles and Recommendation
(4th
Edition), 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
(a)The Company has considered the factors relevant to assessing
the definition of independence in Box 2.3 of the ASX , and the
materiality thresholds.
During the year the Directors were considered to be independent (or
not) for the following reasons:
Mr Tony Leibowitz is considered to be an independent director since
his appointment on 4 September 2020. The Board notes that Mr
Leibowitz and related entities have previously lodged a substantial
holder notice, but currently holds less than 5% of the issued capital.
The Board believes this does not impact Mr Leibowitz’s ability to
bring an independent judgement to bear on issues before the board
and to act in the best interests of the entity and its holders. Mr
Leibowitz resigned as a Director on 30th
April 2026
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Mr John Young is not considered to be an independent Director since
his appointment on 2 September 2019 as he provided Executive
Director services up to the period ending 31st
October 2022 (within
the last three financial years).
Mr Neil Biddle, appointed 4 September 2020 is considered to be an
independent director during the 2026 financial year.
Mr Andrew Reece was appointed as a Director on 2 December 2025
and is considered to be an independent director from the period of
his appointment during the 2026 financial year.
(b) The Company will disclose in this Statement or the Annual Report
any instances where this applies and an explanation of the
Board’s opinion why the relevant Director is still considered to be
independent.
The Board acknowledges the grant of Performance Rights to Non-
Executive Directors is contrary to the Recommendations on
Independence, however, the Board considers the grant of
Performance Rights is reasonable in the circumstances, given the
necessity to attract the highest calibre of professionals to the
Company and notes that it is common in the junior exploration
industry to award rights to Executive and Non-Executive Directors.
The Board considers that the issue of Performance Rights does not
interfere with the director’s capacity to bring an independent
judgement to bear on issues before the board and to act in the best
interests of the entity.
(c) The length of service of each Director as at the end of the financial
year is set out below.
Director
Appointment
Date
Length of
service (years)
Tony Leibowitz* 4/09/2020 5.57
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Neil Biddle 4/09/2020 5.57
John Young 2/09/2019 6.58
Andrew Reece 2/12/2025 0.33
*Mr Leibowitz resigned on 30th
April 2026
Recommendation 2.4
A majority of the Board of a listed entity should be
independent Directors.
YES
The Company’s Board Charter sets out the Company’s priority to
achieve an appropriate balance between independent and non-
independent representation on the Board.
As at 31 March 2026, the Board comprises a total of 4 directors, of
whom three are considered to be independent and as such does
have a majority of independent directors. Mr Leibowitz resigned as a
Director on 30th
April 2026.
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 Chair of the Company is considered to be an independent
Director and is not the CEO of the Company.
Recommendation 2.6
A listed entity should have a program for inducting new
directors and for periodically reviewing whether there is a need
for existing directors to undertake professional development to
maintain the skills and knowledge needed to perform their role
as directors effectively.
YES
In accordance with the Company’s Nomination Committee Charter,
the Nominations Committee (or, in its absence, 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. An
informal induction program with any new director is undertaken by
the Chairman and Company Secretary.
Each Director has the right of access to all relevant Company
Information and to the Company’s Executives and, subject to prior
consultation with the Chairman, may seek independent professional
advice in the furtherance of their duties as Directors at the Company’s
expense.
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Principle 3: Act ethically and responsibly
Recommendation 3.1
A listed entity should articulate and disclose its values YES
The Company’s Corporate Code of Conduct includes Trek’s values
and expected behaviours which guide the way we work with our
employees, business partners, suppliers and the communities in
which we operate.
Recommendation 3.2
A listed entity 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
(a) The Company’s Corporate Code of Conduct applies to the
Company’s Directors, senior executives and employees.
(b) Any material breaches of the Code of Conduct are reported to
the Board.
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 (a) The Company has adopted a Whistleblower Protection Policy.
(b) Any material incidences reported under the Whistleblower Policy
are reported to the Board.
Recommendation 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
(a) The Company has adopted an Anti-Bribery & Corruption policy.
(b) Any material incidences reported under the Anti-Bribery &
Corruption policy are reported to the Board.
Principle 4: Safeguard integrity in financial reporting
Recommendation 4.1 (a) The Company does not have an Audit Committee. The
Company’s Audit Committee Charter provides for the creation of
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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 appointment and removal of the
external auditor and the rotation of the audit engagement
partner.
YES
an Audit Committee (if it is considered it will benefit the Company),
with at least three members, all of whom are non-executive
Directors and a majority of whom are independent Directors and
an independent Chairman, who is not the Chair of the Board. The
Audit Committee Charter is available on the Company’s website.
(b) The Company does not have an Audit Committee as the Board
considers the Company will not currently benefit from its
establishment. In accordance with the Company’s Board Charter,
the Board carries out the duties that would ordinarily be carried
out by the Audit Committee under the Audit Committee Charter.
The processes the Board employs to independently verify and
safeguard the integrity of its financial reporting include discussions
with management and the external auditors regarding the adequacy
and effectiveness of the accounting and financial controls, including
the Company’s policies and procedures to assess, monitor, and
manage business risk, and legal and ethical compliance programs
(eg the Company’s Code of Conduct).
Where required the Board meets separately with management and
also the external auditors to discuss any issues and concerns
warranting attention, including but not limited to their assessments
of the effectiveness of internal controls and the process for
improvement.
The Board reviews with the external auditors any audit problems or
difficulties and management’s response. The Board receives reports
from the external auditor on the critical policies and practices of the
Company, and all alternative treatments of financial information,
within generally accepted accounting principles, that have been
discussed with management.
The Board employs processes for the appointment and removal of
the external auditor and the rotation of the audit engagement partner
including pre-approval of all audit and non-audit services provided
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by the external auditors and does not engage the external auditors
to perform any non-audit/assurance services that may impair or
appear to impair the external auditor’s judgment or independence in
respect of the Company. The Board reviews and assesses the
independence of the external auditor, including but not limited to any
relationships with the Company or any other entity that may impair
or appear to impair the external auditor’s judgement or
independence in respect of the Company.
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 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 Company obtains a declaration from the Chief Executive Officer
and Company Secretary (CFO equivalent) that the financial records
of the entity (including Quarterly, Half-Yearly and Annual Reports)
have been properly maintained and that the financial statements
comply with the appropriate accounting standards and give a true and
fair view of the financial position and performance of the entity and
that the opinion has been formed on the basis of a sound system of
risk management and internal control which is operating effectively
before it approves each quarterly, half yearly or annual report.
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 obtains a declaration from the Chief Executive Officer
and Company Secretary (CFO equivalent) for periodic (Quarterly)
reports that 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. Where relevant the
reports also include managements review of the operational and
technical content and competent person sign-off. The Reports are
also provided to the Board for review and any comment prior to
release to the market.
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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
The Continuous Disclosure Policy provides details of the Company’s
disclosure requirements as required by the ASX Listing Rules and
other relevant legislation. The Continuous Disclosure Policy is
available on the Company website.
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 It is standard practice that all key announcements are circulated to all
members of the Board prior to release which satisfies this
recommendation.
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
It is standard practice that any new and substantive investor or
analyst presentation will be released on the ASX Market
Announcements Platform ahead of the presentation.
Principle 6: Respect the rights of security holders
Recommendation 6.1
A listed entity should provide information about itself and its
governance to investors via its website.
YES
Information about the Company and its governance is available in the
Corporate Governance Charters, Policies and Procedures which can
be found on the Company’s website. The Company has also
transferred its website to InvestorHub which is an integrated platform
that brings together engagement, distribution, and analytics for Trek
to build on.
Recommendation 6.2
A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
YES
The Company has adopted a Shareholder Communication Policy
which aims to promote and facilitate effective two-way
communication with investors. In addition the use of InvestorHub
noted above will assist with the communication capability with
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investors. The Policy outlines a range of ways in which information is
communicated to shareholders and is available on the Company’s
website.
Recommendation 6.3
A listed entity should disclose how it facilitates and
encourages participation at meetings of security holders.
YES
The Company recognises the right of Shareholders to be informed of
matters, which affect their investments in the Company. The Board
aims to ensure that the Shareholders are informed of all major
developments affecting the Company. The Company has adopted a
written policy on Shareholder communication, a copy of which can be
found on the Company website.
The Board encourages participation of Shareholders at the Annual
General Meeting and on occasion provides a presentation on the
Company which is also lodged with the Australian Securities
Exchange Limited (ASX).
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
In accordance with best practice all substantive resolutions at a
meeting of security holders are decided by a poll rather than by a
show of hands. (Refer recent AGM and General meetings).
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
The Shareholder Communication Policy provides that security
holders can register with the Company to receive email notifications
when an announcement is made by the Company to the ASX,
including the release
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