Corporate Governance Statement - 2025
Released
Released
Announcement PDF
ACN 140 575 604 • PO Box 338, Spring Hill, QLD 4004 • +61 (0) 7 3839 3904 • info@alligatorenergy.com.au • Page 1 of 18
www.alligatorenergy.com.au
2025 CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement is current as at 28 October 2025 and was reviewed and
approved by the Board of Directors.
The Board has responsibility for corporate governance for the Alligator Energy Limited (the
Company) and its subsidiaries (the Group) and has implemented policies, procedures and systems
of control with the objective of ensuring an appropriate framework for governance outcomes that
meet the expectations of stakeholders.
The Statement sets out the key features of the corporate governance framework that Alligator Energy
Limited (Alligator or the Company) has established. The Company’s corporate governance practices
reflect the commitment of the Board of Directors to implement the highest standards of ethics,
integrity, legal and statutory compliance.
In establishing the corporate governance framework of the Company, the Board has adopted, where
appropriate, practices consistent with the ASX Corporate Governance Council’s Principles and
Recommendations (4th
Edition).
Where after consideration, the Company’s corporate governance practices depart from the
recommendations, this Statement provides an explanation for the adoption of an alternative practice
in compliance with the “if not, why not” reporting regime. All practices, unless otherwise stated, were
in place for the entire reporting period ended 30 June 2025.
Further information relating to the Group’s corporate governance practices and policies is publicly
available on the Group’s website at www.alligatorenergy.com.au
The table below summarises the status of the Group’s compliance with each of the recommendations
contained in the ASX Corporate Governance Council’s Principles and Recommendations at the date
of this Statement and provides further supporting detail in the narrative included thereafter.
ACN 140 575 604 • PO Box 338, Spring Hill, QLD 4004 • +61 (0) 7 3839 3904
info@alligatorenergy.com.au • www.alligatorenergy.com.au • Page 2 of 18
ASX Corporate Governance Principle and
Recommendations
Status
Principle 1 – Lay solid foundations for management and oversight
1.1 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.
Compliant- see Corporate Governance
Charter.
1.2 A listed entity 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.
Compliant- appropriate checks are conducted
prior to appointing a new director or senior
executive.
Shareholders are provided with all relevant
information available to the Board which is
relevant to a decision on whether to elect or
re-elect a Director.
1.3 A listed entity should have a written agreement with each
director and senior executive setting out the terms of
their appointment.
Compliant- written agreements are in place
setting out the terms of appointment.
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.
Compliant- the Company Secretary is
accountable to the Board, through the Chair,
on all matters to do with proper functioning of
the Board.
1.5 A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a relevant committee of the
board to set measurable objectives for achieving
gender diversity in the composition of its board,
senior executives and workforce generally; and
(c) disclose in each reporting period:
(1) the measurable objectives set for the period
to achieve gender diversity;
(2) the entities progress towards achieving
those objectives; and ;
either:
(i) the respective proportions of men and
women on the board, in senior
executive positions and across the
workforce (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
Non- Compliant- the Group has a Diversity
Policy which documents the principles and
commitment in relation to maintaining a
diverse group of employees. The Group has
not however set measurable objectives for
achieving gender diversity due to the size of
the Group. At 30 June 2025 the Group
employed a total of 42 (2024: 39) employees
and contractors of which 11 (2024: 8) are
female). The Group intends to establish
quantifiable measures during the transition
from exploration and evaluation activities to
project development and operations at the
Samphire Project.
ACN 140 575 604 • PO Box 338, Spring Hill, QLD 4004 • +61 (0) 7 3839 3904
info@alligatorenergy.com.au • www.alligatorenergy.com.au • Page 3 of 18
Equality Indicators”, as defined and
published under the Act.
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 in relation to each reporting period,
whether a performance evaluation has been
undertaken in accordance with that process during
or in respect of that period.
Compliant- the Group has a process for
periodically evaluating the collective
performance of the Board which is conducted
using a self-assessment questionnaire. The
feedback was collated by the Company’s
external HR Consultant to assist the Chair
facilitate a discussion session amongst Board
Members. Any agreed actions or outcomes
from the collective discussion are monitored
for implementation by the Company
Secretary.
A board performance evaluation was
conducted during FY25. The next review is
scheduled for the final quarter of FY26.
The Board is yet to implement a process of
evaluating the performance of individual
directors due to the current size and scale of
operations. Further detail on the process and
plans is provided in this Corporate
Governance Statement.
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 was undertaken in
accordance with that process during or in respect
of that period.
Compliant- a formal performance evaluation
for the previous CEO, Greg Hall, against
annual contractual KPIs took place in August
2025 and in relation to the FY25 performance
period.
Annual senior executive assessments (COO
and CFO for FY25) occur in accordance with
the Group’s annual performance process in
August each year. Discussion and written
feedback are provided by the CEO.
Principle 2 - Structure the board to add value
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;
(iii) and disclose:
i. the charter of the committee;
ii. the members of the committee;
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 nomination committee, disclose
the fact and the process 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
Compliant- the full Board, chaired by an
independent director, currently carries out the
function of a Nomination Committee due to the
size of the Group and its current level of
activity.
The Board considers the size, composition,
skills, competencies and diversity required in
order to effectively discharge its duties and
responsibilities.
From time to time, the Board engages a
specialist non-executive director recruitment
firm to identify suitable candidates based on
agreed skill set and experience requirements.
The Board remains mindful of the evolving
skill set that will be required on completion of
a successful field recovery trial and further
progress towards the ultimate development
decision.
ACN 140 575 604 • PO Box 338, Spring Hill, QLD 4004 • +61 (0) 7 3839 3904
info@alligatorenergy.com.au • www.alligatorenergy.com.au • Page 4 of 18
to discharge its duties and responsibilities
effectively.
2.2 A listed entity should have and disclose a board skills
matrix setting out the mix of skills that the board
currently has or is looking to achieve in its membership.
Compliant- the Board has reviewed its
composition and assessed a matrix of skills in
light of its current operations and
requirements. See Appendix 1 for the
summary.
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 -
“Factors relevant to assessing the independence of
a director” but the board is of the opinion that it does
not compromise the independence of the director,
the nature of the interest, position or relationship in
question and an explanation of why the board is of
that opinion; and
(c) the length of service of each director.
Compliant- further detail provided in this
Corporate Governance Statement.
2.4 A majority of the board of a listed entity should be
independent directors.
Compliant- at the date of this report the Board
comprised of four directors, three of whom are
regarded as independent.
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.
Compliant- the Chair is an independent non-
executive director
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.
Compliant- the Group has an established
program for inducting a new director. This
covers all aspects of the Group’s activities and
policies. The Group encourages directors to
actively participate in continuing professional
development relevant to their qualifications
and experience.
Principle 3 – Act ethically and responsibly
3.1 A listed entity should articulate and disclose its values. Compliant- the Group has formally
documented the values that underpin its
operations and these are disclosed on the
website.
3.2 A listed entity should :
(a) have and disclose a code of conduct for its
directors, senior executives and employees; and
(b) ensure that the board or a committee of the board
is informed of any material breaches of that code
Compliant- the Group has a Code of Conduct
which is included on the website. The Board is
informed of any significant breach of this
Code.
ACN 140 575 604 • PO Box 338, Spring Hill, QLD 4004 • +61 (0) 7 3839 3904
info@alligatorenergy.com.au • www.alligatorenergy.com.au • Page 5 of 18
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 the policy.
Compliant – the Group has a Whistle-blower
Policy and the Audit and Risk Management
Committee is informed of any material
incidents reported under that policy
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.
Compliant- the Group has an Anti-bribery and
Anti-Corruption Policy which is included on the
website.
The Audit and Risk Management Committee
is informed of any material breach of the
policy.
Principle 4 - Safeguard integrity in corporate reporting
4.1 The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are
non-executive directors and a majority of whom
are independent directors; and
(2) is chaired by an independent director, who is
not the chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of
the members of the committee; and
(5) in relation to each reporting period the number
of times the committee met throughout the
period and the individual attendances of the
members at those meetings; or
(b) if it does not have an audit committee, disclose that
fact and the processes it employs that
independently verify and safeguard the integrity of
its corporate reporting, including the processes for
the appointment and removal of the external
auditor and rotation of the audit engagement
partner.
Non- Compliant- the Group has an Audit and
Risk Management Committee comprising of
three directors. Whilst the Committee is
chaired by an independent director, it
comprises of only two independent non-
executive directors along with an executive
director.
The Charter of the Committee is included in
the Corporate Governance Charter accessible
on the Group’s website.
The qualifications of Committee members and
the number of meetings held during the year
are disclosed in the Annual Report.
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 efficiently.
Compliant- The Board receives Section 295A
Declarations from the CEO and CFO before
approving the financial statements for the
Half-Year and the Full-Year.
ACN 140 575 604 • PO Box 338, Spring Hill, QLD 4004 • +61 (0) 7 3839 3904
info@alligatorenergy.com.au • www.alligatorenergy.com.au • Page 6 of 18
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.
Compliant- the Board, with the assistance of
the Audit and Risk Management Committee,
approves the Annual, Half-year and Quarterly
Financial Reports.
Principle 5 - Make timely and balanced disclosure
5.1 A listed entity should have a written policy for
complying with its disclosure obligations under the
Listing Rule 3.1;
Compliant- the policy is included on the
Group’s website
5.2 A listed entity should ensure that its board receives
copies of all market announcements promptly after they
have been made.
Compliant – the Board receives and reviews
all significant market announcements and is
automatically provided with all market
announcements once released on the ASX
platform.
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.
Compliant – the Group releases all new and
substantive presentations immediately prior to
the event.
Principle 6 - Respect the rights of security holders
6.1 A listed entity should provide information about itself and
its governance to investors via its website.
Compliant- the Group has a website
(www.alligatorenergy.com.au) where
investors are able to locate information about
the Group, its Directors, Senior Executives
and the Group’s governance framework.
6.2 A listed entity should have an investor relations program
that facilitates effective two-way communication with
investors.
Compliant- see the Shareholder
Communications Policy on the website.
The Group’s Executive Director along with the
Stakeholder Engagement Manager develop
and manage a quarterly investor relations
program.
6.3 A listed entity should disclose how it facilitates and
encourages participation at meetings of security holders.
Compliant- see the Shareholder
Communications Policy on the 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.
Compliant- all resolutions put to Shareholders
in general meeting are decided by means of a
poll.
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.
Compliant- the Group encourages the use of
electronic means of communication through
registering with the share registry (Automic).
Principle 7- Recognise and manage risk
7.1 The board of a listed entity should:
(a) have a committee or committees to oversee risk,
each of which:
Non- Compliant- the Group has an Audit and
Risk Management Committee which is
chaired by an Independent Director but only
comprises of two independent non-executive
ACN 140 575 604 • PO Box 338, Spring Hill, QLD 4004 • +61 (0) 7 3839 3904
info@alligatorenergy.com.au • www.alligatorenergy.com.au • Page 7 of 18
(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;
(b) if it does not have a risk committee or committees
that satisfy (a) above, disclose the fact and the
processes it employs for overseeing the entity’s
risk management framework.
directors along with an executive director. The
Charter of the Committee is set out in the
Corporate Governance Charter (Charter).
The Charter together with the Risk
Management Policy is included on the
website.
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 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.
Compliant- the Audit and Risk Management
Committee together with the Board receive
reports on the status and management of the
strategic and operational risks in order to
confirm that the framework for risk
management remains sound for the size and
scale of operations. The Audit and Risk
Committee consider the ongoing
appropriateness of the framework at the time
of approving the Annual Financial Statements.
See this Corporate Governance Statement
for more detail.
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, the fact
and processes it employs for evaluating and
continually improving the effectiveness of its risk
management and internal control processes.
Compliant- the Group does not have an
internal audit function. Further details on how
risk management and internal controls are
evaluated are set out in this Corporate
Governance Statement.
7.4 A listed entity should disclose whether it has any
material exposure to environmental or social risks and,
if it does, how it manages or intends to manage those
risks.
Compliant- see further detail in this Corporate
Governance Statement.
Principle 8- Remunerate fairly and responsibly
Companies should ensure that the level and composition of remuneration is sufficient and reasonable and that
its relationship to performance is clear
8.1 The board of a listed entity should:
(a) have a remuneration 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;
Non- Compliant- the full board performs the
role of the Remuneration Committee and the
Charter forms part of the Corporate
Governance Charter included on the Group’s
website. Details of the number of board
meetings held during the year are disclosed in
the Annual Report.
ACN 140 575 604 • PO Box 338, Spring Hill, QLD 4004 • +61 (0) 7 3839 3904
info@alligatorenergy.com.au • www.alligatorenergy.com.au • Page 8 of 18
(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 remuneration committee,
disclose that fact and the processes it employs for
settling the level and composition of remuneration
for directors and senior executives and ensuring
that such remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
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.
Compliant- the Group discloses its policies
on remuneration in the Remuneration Policy
disclosed on the website and in the
Remuneration Report contained within the
Group’s Annual Report.
8.3 A listed entity which has an equity-based remuneration
scheme should:
(a) have a policy on whether participants are permitted
to enter into transactions (whether through the use
of derivatives or otherwise) which limit the
economic risk of participating in the scheme; and
(b) disclose that policy or a summary of it.
Compliant- the Group has a Securities
Trading Policy which prohibits the use of
derivatives. The Policy is disclosed on the
Group’s website.
ACN 140 575 604 • PO Box 338, Spring Hill, QLD 4004 • +61 (0) 7 3839 3904
info@alligatorenergy.com.au • www.alligatorenergy.com.au • Page 9 of 18
The Corporate Governance Principles and Recommendations
Principle 1 – Lay solid foundations for management and oversight
Roles and responsibilities of the Board and Management
The Group has established a Corporate Governance Charter which details the adopted practices and
processes in relation to matters reserved for the Board’s consideration and decision-making and specifies the
level of authorisation provided to other key management personnel.
The Corporate Governance Charter sets out the functions of the Board which include:
• ensuring compliance with the Corporations Act, ASX Listing Rules (where appropriate) and all
relevant laws;
• developing, implementing and monitoring operational and financial targets for the Group;
• appointment of appropriate staff, consultants and experts to assist in the Group's operations,
including the selection and monitoring of a chief executive officer;
• ensuring appropriate financial and risk management controls are implemented;
• approving and monitoring financial and other reporting;
• setting, monitoring and ensuring appropriate accountability for directors' and executive officers'
remuneration;
• establishing and maintaining communications and relations between the Group and third parties,
including its shareholders and ASX;
• implementing appropriate strategies to monitor performance of the Board in
implementing its functions and powers;
• oversight of the Group including its framework of control and accountability systems to enable risk
to be assessed and managed;
• appointing and removing the chief executive officer;
• ratifying the appointment and, where appropriate, removal of the Chief Financial Officer and the
Company Secretary;
• input into and final approval of the management's development of corporate strategy and
performance objectives;
• reviewing and ratifying systems of risk management and internal compliance and control,
codes of conduct and legal compliance;
• monitoring senior management's performance, implementation of strategy and ensuring appropriate
resources are available;
• approving and monitoring the progress of major capital expenditure, capital
management and acquisitions and divestitures;
• approval of the annual budget;
• monitoring the financial performance of the Group;
• liaising with the Group's external auditors;
• monitoring, and ensuring compliance with, all of the Group's legal obligations;
• approving and monitoring financial and other reporting; and
• appointing and overseeing Committees where appropriate to assist in the above functions
and powers.
The day to day management of the Group’s affairs and the implementation of the corporate strategy have been
formally delegated by the Board to the Chief Executive Officer.
A copy of the Corporate Governance Charter can be located on the Group’s website.
Director and Senior Executive Checks
The Group performs checks on all new appointments to the Board or as a Senior Executive which include
checks on a person’s character, experience, education, criminal record and bankruptcy history.
New directors or senior executives are required to provide consent for the conduct of background checks and
also confirm their availability to spend the required time commitment on Group related matters.
Directors appointed to a casual vacancy must stand for re-election at the next AGM. At that time, the Notice
of Meeting provides Shareholders with information about the director including details of relevant skills,
ACN 140 575 604 • PO Box 338, Spring Hill, QLD 4004 • +61 (0) 7 3839 3904
info@alligatorenergy.com.au • www.alligatorenergy.com.au • Page 10 of 18
experience and any other relevant information available to the Board at that time. A similar approach together
with disclosure of length of service is adopted for Directors standing for re-election under the Group’s rotation
policy.
Written Agreements with Directors and Senior Executives
The Group has a written agreement with all non-executive directors which sets out the terms and conditions
associated with their office.
The Group has entered into a separate Service Agreement with the Executive Director and Senior Executives.
The details of this arrangement are set out in the Directors’ Report - Remuneration Report section.
Company Secretary
The Company Secretary is accountable directly to the Board, through the Chair, on all matters associated with
the proper functioning of the Board.
The details and qualifications of the Company Secretary are set out in the Directors’ Report which is part of
the Annual Report.
Diversity
The Group has a Diversity Policy which documents the principles and commitment in relation to maintaining a
diverse employee base within the Group. This policy can be found on the Group’s website.
The Group values diversity and recognises the benefits that it brings to the Group and our employees. The
Group is committed to employing from a diverse range of ethnic and cultural background and in particular to
involve the Traditional Owners (TOs) from our project sites in our field-based activities.
The Group has not however set measurable objectives for achieving gender diversity due to the size and
current level of activities. The Board does however continue to monitor diversity across the operations and will
decide at some point in the future when it is appropriate to set such objectives. The total proportion of males
and females across the organisation at 30 June 2025 is listed in the table below:
Category Male Female
Board (1 executive and 3 non-
executive)
3 1
Senior Management 1 1
Staff 27 9
Total Organisation 31 11
Assessment of Board Performance
The Group has a policy of reviewing the collective performance of its Board on a periodic basis and plans at
the appropriate time in the future to consider the performance of the individual Directors. The review process
is managed by the Chairman and an external HR consultant and is based on the collective feedback obtained
through a structured questionnaire format. The results of the feedback are summarised and tabled for
discussion and where applicable actioning.
The last review was conducted in October 2024 covering the past eighteen-month period. The feedback and
agreed actions were discussed at the November board meeting. The next review is scheduled for the final
quarter of FY26.
Assessment of Management Performance
The Board conducted a performance assessment of the previous CEO (Greg Hall) in August 2025 and
provided written feedback on achievement of the agreed KPIs for the 2024/25 annual contract period.
Each employee or contractor including the COO and CFO have 4 individual key performance indicators (KPIs)
associated with their role and responsibility and one company-wide KPI. The overall performance of employees
and eligible contractors in relation to these stretch target KPIs is considered annually by the Management
Team and discussed with and approved by the Board.
ACN 140 575 604 • PO Box 338, Spring Hill, QLD 4004 • +61 (0) 7 3839 3904
info@alligatorenergy.com.au • www.alligatorenergy.com.au • Page 11 of 18
Principle 2 - Structure the board to be effective and add value
Nomination Committee
The Board has not established a Nomination Committee. The roles and responsibilities of a Nomination
Committee are set out in the Group’s Corporate Governance Charter and these are currently overseen by the
full Board.
The Board continues to monitor its composition and the roles and responsibilities of its members and considers
board renewal and succession at the time of each board performance review process.
The Board shall, upon the Group reaching the requisite corporate and commercial maturity, approve the
constitution of a Nomination Committee to assist the Board in relation t
Share your feedback
Discover