Corporate Governance Statement and Appendix 4G - 2026
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www.alligatorenergy.com.au
2026 CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement is current as at 30 September 2026 and was reviewed and
approved by the Board of Directors.
The Board has responsibility for corporate governance for 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 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 2026.
Further information relating to the Company’s corporate governance practices and policies is publicly
available on the Company’s website at www.alligatorenergy.com.au
The table below summarises the status of the Company’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.
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ASX Corporate Governance Principle and
Recommendations
Status
Principle 1 – Lay solid foundations for management and oversight
1.1 A listed entity should have and disclose a board 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.
Compliant - see Corporate Governance
Charter.
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.
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.
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ASX Corporate Governance Principle and
Recommendations
Status
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
recent “Gender Equality
Indicators”, as defined in and
published under that Act.
Non-Compliant- the Company has a Diversity
Policy which documents the principles and
commitment in relation to maintaining a
diverse group of employees. The Company
has not set measurable objectives for
achieving gender diversity due to the size of
the Company. At 30 June 2026 the Company
employed a total of 27 employees and
contractors of which 9 are female. The
Company intends to establish quantifiable
measures during the transition from
exploration and evaluation activities to project
development and operations at the Samphire
Project.
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 has been undertaken in
accordance with that process during or in respect
of that period.
Compliant- the Company has a process for
periodically evaluating the collective
performance of the Board which is conducted
using a self-assessment questionnaire. Any
agreed actions or outcomes from the
collective discussion are monitored for
implementation by the Company Secretary.
A board performance evaluation was
conducted during FY2026. The next review is
scheduled for the final quarter of FY2027.
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.
Compliant- a formal performance evaluation
for the CEO/Managing Director, Dr Andrea
Marsland-Smith, against annual contractual
KPIs took place in August 2026 in relation to
the FY2026 performance period.
Annual senior executive assessments occur in
accordance with the Company’s annual
performance process in August each year.
Discussion and written feedback are provided
by the CEO/Managing Director.
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ASX Corporate Governance Principle and
Recommendations
Status
Principle 2 – Structure the board to be effective and add value
2.1 The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom
are independent directors; and
(2) is chaired by an independent director;
and disclose:
(3) the charter of the committee;
(4) the members of the committee;
(5) as at the end of each reporting period, the
number of times the committee met throughout
the period and the individual attendances of the
members at those meetings; or
(b) if it does not have a nomination committee, disclose
that fact and the processes it employs to address
board succession issues and to ensure that the
board has the appropriate balance of skills,
knowledge, experience, independence and diversity
to enable it to discharge its duties and
responsibilities effectively.
Compliant- the full Board, chaired by an
independent director, currently carries out the
function of a Nomination Committee due to the
size of the Company.
The Board considers the size, composition,
skills, competencies and diversity required to
effectively discharge its duties and
responsibilities.
The Board has processes in place to address
board succession issues and ensure the
appropriate balance of skills, knowledge,
experience, independence and diversity to
enable it to discharge its duties and
responsibilities effectively.
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.
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
considering 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 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
is comprised of five directors, three of whom
are regarded as independent.
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ASX Corporate Governance Principle and
Recommendations
Status
2.5 The Chair of the Board of a listed entity should be an
independent director and 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 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.
Compliant- the Company has an established
program for inducting a new director. This
covers all aspects of the Company’s activities
and policies. The Company encourages
directors to actively participate in continuing
professional development relevant to their
qualifications and experience.
Principle 3 – Instil a culture of acting lawfully, ethically and responsibly
3.1 A listed entity should articulate and disclose its values. Compliant- the Company has formally
documented the values that underpin its
operations and these are disclosed on the
website and in this Corporate Governance
Statement.
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 Company has a Code of
Conduct which is included on its website. The
Board is informed of any significant breach of
this Code.
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.
Compliant- the Company 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 Company 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.
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ASX Corporate Governance Principle and
Recommendations
Status
Principle 4 – Safeguard the integrity of corporate reports
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 the rotation of the audit engagement
partner.
Compliant- the Company has an Audit and
Risk Management Committee comprising four
directors. The Committee is chaired by an
independent director, with two independent
Non-Executive Directors and a non-
independent Non-Executive Director as the
other members.
The Charter of the Committee is included in
the Corporate Governance Charter accessible
on the Company’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 effectively.
Compliant- The Board receives Section 295A
Declarations from the CEO/MD and CFO
before approving the financial statements for
the Half-Year and the Full-Year.
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 and disclose a written policy
for complying with its continuous disclosure obligations
under listing rule 3.1.
Compliant- the policy is included on the
Company’s website
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ASX Corporate Governance Principle and
Recommendations
Status
5.2 A listed entity should ensure that its board receives
copies of all material 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 Company releases all new and
substantive presentations 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 Company has a website
(www.alligatorenergy.com.au) where
investors can locate information about the
Group, its Directors, Senior Executives and
the Company’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 Company’s CEO and Managing Director
along with the CFO develop and manage an
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 Company encourages the use
of electronic means of communication through
registering with the Company’s share registry
(Automic).
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ASX Corporate Governance Principle and
Recommendations
Status
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:
(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 that fact and the
processes it employs for overseeing the entity’s
risk management framework.
Compliant- the Company has an Audit and
Risk Management Committee which is
chaired by an Independent Non-Executive
Director. It is made up of three independent
Non-Executive Directors and a Non-
Independent Non-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 to confirm that
the framework for risk management remains
sound for the size and scale of the Group’s
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, that
fact and the processes it employs for evaluating
and continually improving the effectiveness of its
governance, 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.
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ASX Corporate Governance Principle and
Recommendations
Status
Principle 8 – Remunerate fairly and responsibly
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;
(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
setting the level and composition of remuneration
for directors and senior executives and ensuring
that such remuneration is appropriate and not
excessive.
Compliant- the full board performs the role of
the Remuneration Committee and the
Remuneration Committee Charter forms part
of the Corporate Governance Charter
included on the Company’s website. Details of
the number of board meetings held during the
year are disclosed in the Annual Report.
The Charter provides details regarding the
processes employed for setting the level and
composition of 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
Company’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 Company has a Securities
Trading Policy which prohibits the use of
derivatives. The Policy is disclosed on the
Company’s website.
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The Corporate Governance Principles and Recommendations
Principle 1 – Lay solid foundations for management and oversight
Roles and responsibilities of the Board and Management
The Company 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 Company;
• appointment of appropriate staff, consultants and experts to assist in the Company's operations,
including the selection and monitoring of a Managing Director/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 Company 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 Company including its framework of control and accountability systems to enable
risk to be assessed and managed;
• appointing and removing the Managing Director/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 Company;
• liaising with the Company's external auditors;
• monitoring, and ensuring compliance with, all of the Company'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 Company’s affairs and the implementation of the corporate strategy have
been formally delegated by the Board to the Managing Director/Chief Executive Officer.
A copy of the Corporate Governance Charter can be located on the Company’s website.
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Director and Senior Executive Checks
The Company 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 Company 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,
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 Company’s
rotation policy.
Written Agreements with Directors and Senior Executives
The Company has a written agreement with all non-executive directors which sets out the terms and conditions
associated with their office.
The Company 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 Company has a Diversity Policy which documents the principles and commitment in relation to maintaining
a diverse employee base within the Company. This policy can be found on the Company’s website.
The Company values diversity and recognises the benefits that it brings to the Company and its employees.
The Company 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 2026 is listed in the table below:
Category Male Female
Board (1 executive and 4 non-
executive)
3 2
Senior Management 4 0
Staff 11 7
Total Organisation 18 9
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Assessment of Board Performance
The Company 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 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.
A review was conducted in respect of the financial year ended 30 June 2026. The feedback and agreed actions
were discussed at the June 2026 board meeting. The next review is scheduled for the final quarter of FY27.
Assessment of Management Performance
The Board conducted a performance assessment of the Managing Director/CEO (Dr Andrea Marsland-Smith)
in August 2026 and provided written feedback on achievement of the agreed KPIs for the 2025/26 annual
contract period.
Each employee or contractor including the COO and CFO has 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 co
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