2026 Corporate Governance Statement and Appendix 4G
Released
Released
Announcement PDF
Level 4, 186 St Georges Terrace T 61 8 8317 1700 ABN 80 146 287 809
Perth WA 6000 E info@corelithium.com.au ASX CXO
24 September 2026
ASX: CXO Announcement
2026 Corporate Governance Statement and
Appendix 4G
Core Lithium Ltd (ASX:CXO) (Core or Company) includes its Appendix 4G and 2026 Corporate Governance
Statement in accordance with Listing Rules 4.7.3, 4.7.4 and 4.10.3.
This announcement has been approved for release by the Core Lithium Board.
For further information, please contact:
Investor Enquiries
Paul Brown
Managing Director
Core Lithium Ltd
+61 8 8317 1700
info@corelithium.com.au
Media enquiries
Cameron Morse
Senior Managing Director
FTI Consulting
+61 433 886 871
cameron.morse@fticonsulting.com
About Core
Core Lithium Ltd (ASX: CXO) (Core or Company) is an Australian hard-rock lithium company that owns the
Finniss Lithium Operation on the Cox Peninsula, south-west and 88km by sealed road from the Darwin Port,
Northern Territory. Core's vision is to generate sustained value for shareholders from critical minerals exploration
and mining projects underpinned by strong environmental, safety and social standards.
For further information about Core and its projects, visit www.corelithium.com.au
Core Lithium is committed to conducting business in accordance with high standards of
corporate governance. Our governance practices are designed to support the delivery
of our strategy, manage risk effectively, and ensure compliance with legal and
regulatory obligations. We aim to foster stakeholder confidence and trust by maintaining
transparency, accountability, and ethical conduct across all aspects of our business.
In an environment of rising expectations regarding corporate responsibility, sustainability and ethical conduct, Core
Lithium recognises the importance of aligning our strategic director with evolving stakeholder expectations,
regulatory developments and global best practice.
Our Board has implemented a comprehensive system of internal controls, a robust risk management framework, and
a suite of governance policies and standards that promote responsible management and oversight of our business.
This includes enhanced oversight of climate-related risks, cybersecurity, supply chain integrity, sustainability
performance and operational readiness, reflecting the Company’s transition toward long-term production and growth.
Core Lithium’s governance practices are aligned with the ASX Corporate Governance Council’s Principles and
Recommendations, which are available at www.asx.com.au. Additional information, including governance charters,
policies and standards, can be accessed via the Corporate Governance section of our website:
corelithium.com.au/about/corporate-governance.
This Corporate Governance Statement outlines Core Lithium’s governance framework, policies and practices for the
financial year ended 30 June 2026, and is current as of 30 June 2026. It has been approved by the Board.
Core Lithium Board
Core Lithium is governed by a highly credentialed Board that brings a diversity of backgrounds, skills and
perspectives. This diversity is essential to fostering an environment that supports effective governance and strategic
oversight.
The Board is committed to appointing Directors based on merit, with a focus on broad experience and expertise.
Core continues to evaluate opportunities to expand the skills and diversity of its Board membership, as appropriate
to the evolving needs of the business.
In accordance with ASX Corporate Governance Council Recommendation 2.3, all members of Core’s Board are
considered independent other than the Managing Director. Each Director is independent of management and free
from any business or other relationship that could materially interfere, or be perceived to interfere, with their ability to
exercise independent judgement.
As Core’s business continues to grow and evolve, the Board recognises that changes or additions to its composition
may be warranted. The Board also considers emerging skill requirements in areas such as cyber security, digital
transformation, operational readiness, and sustainability, consistent with contemporary expectations from mining
companies.
Details of each Director’s experience and qualifications are provided in the Directors’ Report section of Core’s FY26
Annual Report and on the “Board and Our Leadership” page of the Company’s website.
Our management and oversight foundations
The Core Lithium Board plays a central role in maintaining and enhancing the Company’s ability to deliver
sustainable total shareholder return in a manner that reflects Core’s values and long-term strategic objectives.
The Board is responsible for overseeing the Company’s governance framework and ensuring that management
operates within a system of accountability, transparency and ethical conduct. These responsibilities are outlined in
detail in the Board Charter and include the following key functions:
Key Responsibilities
• Health, Safety, Environment and Community Oversight to ensure systems are in place to meet obligations and
standards relating to health, safety, environmental stewardship and community engagement. Oversight includes
leading indicators, incident trends and the effectiveness of critical control management.
• Executive Management Appointments Appointment and oversight of senior executives, and determining their
terms of engagement, including the remuneration framework.
• Strategic Oversight Monitoring and assessing management’s implementation of strategies, business plans,
budgets and objectives, and ensuring adequate resources are available. The Board also oversees long-term
strategic positioning in the lithium market, including project execution, operational readiness and capital
allocation discipline.
• Risk Management Ensuring effective systems are in place to identify and manage the Company’s principal risks.
This includes oversight of Core Lithium’s risk management framework, risk appetite, emerging risks and
operational controls.
• Internal Controls and Compliance Overseeing financial and operational controls, codes of conduct, and legal
compliance systems. Monitor the effectiveness of internal control testing, external reviews and compliance.
• Capital and Financial Oversight Approving and monitoring major capital expenditure, capital management
initiatives, and material acquisitions or divestitures. The Board oversees funding strategy and financial resilience
in the context of the lithium market.
• Financial Integrity Safeguarding the Company’s financial position and ensuring it can meet its obligations.
• Financial Reporting Ensuring financial statements comply with relevant accounting standards and present a true
and fair view.
• Performance Monitoring Approving business plans and budgets, and monitoring performance against them
including delivery milestones, cost performance and sustainability outcomes.
• Continuous Disclosure and Communication Overseeing disclosure practices to ensure timely and balanced
communication with shareholders, stakeholders and the public. Oversight of market announcements, investor
engagement, and the integrity of sustainability and ESG reporting.
• Director Independence Conducting annual assessments of Director independence in line with ASX Corporate
Governance Principles and Recommendations. The Board also considers tenure, diversity of thought and
emerging skill requirements in its independence assessments.
• Securities Issuance Approving the issue of shares or other securities in Core Lithium.
• Governance Effectiveness Monitoring and reviewing the effectiveness of governance practices across the
Company including annual Board, Committee and Director evaluations, external governance reviews where
appropriate, and ongoing Director development.
The Board Chair
During the reporting period, the Board of Core Lithium was chaired by Greg English, an independent non-executive
director who has never held the position of Managing Director or Chief Executive Officer of the Company.
The Chair’s responsibilities, as outlined in the Board Charter, include:
• Agenda Setting and Meeting Oversight Approving the agenda for Board meetings and convening them as
necessary to address strategic and operational matters. The Chair ensures that meeting agendas reflect the
Company’s strategic priorities, emerging risks and operational performance.
• Meeting Management Ensuring Board meetings are conducted efficiently and effectively, with appropriate
frequency and duration to maintain a deep understanding of Core’s performance, opportunities, and strategic
challenges.
• Facilitating Communication Promoting constructive and respectful dialogue among Directors and between the
Board and executive management. The Chair also fosters a culture of transparency, accountability and
continuous improvement, ensuring all Directors can contribute.
• Board Performance Review Leading the annual evaluation of the Board’s overall performance to ensure
continuous improvement in governance practices.
Election, Appointment and Reappointment of Directors
Core Lithium maintains a rigorous and transparent process for the appointment and reappointment of Board
members and senior executives. This process includes:
• Due Diligence Protocols prior to any appointment, the Company conducts thorough checks on a candidate’s
character, qualifications, experience, education, criminal record, and bankruptcy history. Additional due diligence
may be undertaken for candidates with international experience or where regulatory, ESH or technical expertise
is critical to the Company’s strategic direction.
• Shareholder Transparency Before nominating a candidate for election or re-election as a Director, Core Lithium
ensures shareholders are provided with all relevant material information that informed the Company’s decision.
• Ongoing Commitment to Integrity In alignment with Core Lithium’s governance policies, the Company will
continue to perform appropriate checks to ensure that all future Board members possess the integrity, expertise,
and background necessary to support the Company’s strategic objectives. The Board also considers succession
planning needs when assessing potential candidates.
Core Lithium ensures that all newly appointed Directors receive a comprehensive induction to support their transition
into the role. This process includes:
• Executive Engagement Introductory meetings with the Chief Executive Officer and relevant senior executives to
gain insight into the Company’s operations, strategy, and culture.
• Governance Materials Provision of key documents including Board and Company policies, governance
frameworks, strategic plans, and other relevant materials to ensure Directors are well-informed from the outset.
Each Director and senior executive at Core Lithium has entered into an individual written agreement with the
Company that sets out the key terms and conditions of their appointment including their duties, rights and
responsibilities.
The experience of the Directors is further included in their biographies in the Directors’ Report section of Core’s
FY26 Annual Report as well as on the Board and Our Leadership page on the Company website.
Greg English
Non-Executive Chair
Mr English has served as Core Lithium’s Chair since 10 September 2010. He is an independent director who is not
and has previously not held the role of Managing Director or CEO of the Company.
Paul Brown
Managing Director
Mr Brown has been the Managing Director at Core Lithium since 2 March 2026. He was appointed Chief Executive
Officer of the Company upon commencement on 4 June 2024 and is consequently not an independent director.
Malcolm McComas
Non-Executive Director
Mr McComas has been a Non-Executive Director at Core Lithium since 17 October 2019. He is an independent
director and chair of the Audit Committee.
Heath Hellewell
Non-Executive Director
Mr Hellewell has been a Non-Executive Director at Core Lithium since 15 September 2014. He is an independent
director and chair of the Nomination and Remuneration Committee.
Mark Hine
Non-Executive Director
Mr Hine has been a Non-Executive Director at Core Lithium since 2 March 2026. He is an independent director and a
member of all the Company’s committees.
Alicia Sherwood
Non-Executive Director
Ms Sherwood has been a Non-Executive Director at Core Lithium since 1 December 2024. She is an independent
director and chair of the Risk and Sustainability Committee.
Company Secretary
Mr Jarek Kopias continued to serve as Company Secretary during the reporting period, a role he has held since
2011. Mr Kopias:
• Reports directly to the Chair of the Board
• Supports the Board and its committees in day-to-day governance
• Ensures compliance with policies, procedures, and charters
• Coordinates timely distribution of Board agendas and papers
• Advises on governance matters and assists with Director induction and development
Appointments
During the reporting period, Core Lithium welcomed:
Mr Mark Hine Mr Hine is a highly experienced mining engineer and company director with more than 35 years’
experience in the resources industry across Australia and internationally. His career spans executive leadership,
operational management, and board governance roles, with extensive expertise in the development and operation of
both open pit and underground mining operations.
Board Committees
Audit Committee
• Chair: Malcolm McComas (Independent Non-Executive Director)
• Members: Heath Hellewell, Greg English, Alicia Sherwood, Mark Hine
• Meetings Held: 4
Director Attendance
Heath Hellewell 4 of 4
Greg English 4 of 4
Malcolm McComas 4 of 4
Alicia Sherwood 3 of 4
Mark Hine 1 of 1
Key Responsibilities:
• Oversee the integrity of financial statements
• Ensure compliance with legal and regulatory requirements
• Review internal controls and audit processes
• Evaluate external auditor selection, independence, and performance
Nomination and Remuneration Committee
• Chair: Heath Hellewell (Independent Non-Executive Director)
• Members: Greg English, Malcolm McComas, Alicia Sherwood, Mark Hine
• Meetings Held: 4
Director Attendance
Heath Hellewell 4 of 4
Greg English 4 of 4
Malcolm McComas 4 of 4
Alicia Sherwood 3 of 4
Mark Hine 2 of 2
Key Responsibilities:
• Review and recommend remuneration levels across the Company
• Engage external advisors for market benchmarking
• Overseeing Board and executive succession planning, including diversity and capability development
• Oversee equity-based remuneration schemes
• Monitoring workplace culture, leadership effectiveness and employee engagement
• Ensure compliance with the Securities Trading Policy, including restrictions on hedging unvested equity interests
Risk and Sustainability Committee
• Chair: Alicia Sherwood (Independent Non-Executive Director)
• Members: Heath Hellewell, Greg English, Malcolm McComas, Mark Hine, Paul Brown
• Meetings Held: 2
Director Attendance
Heath Hellewell 2 of 2
Greg English 2 of 2
Malcolm McComas 2 of 2
Alicia Sherwood 1 of 2
Mark Hine 2 of 2
Paul Brown 2 of 2
Key Responsibilities:
• Oversee risk management frameworks, risk appetite and emerging risks
• Monitor sustainability initiatives and ESG performance
• Oversight of critical control management for material safety and operational risks
• Review ESG data quality and reporting processes and external assurance outcomes
• Ensure alignment with stakeholder expectations and regulatory standards
Board, Committee and Executive Performance
Corporate Governance Statement
Core Lithium is committed to the ongoing evaluation of the performance of its Board,
Board Committees, and individual Directors to ensure effective governance and
strategic oversight.
Board and Committee Performance Evaluation
Annual self-assessment evaluations are conducted under the direction of the Chair and facilitated by the Company
Secretary. These evaluations assess the effectiveness of the Board and its Committees in fulfilling their
responsibilities and contributing to the Company’s strategic objectives.
Where appropriate, and at the discretion of the Chair, Core Lithium may engage an external, qualified service
provider to facilitate the performance evaluation process, ensuring objectivity and benchmarking against best
practice.
The evaluation process also considers Directors’ access to continuing education and professional development
opportunities, enabling them to maintain and enhance the skills required to support the Company’s evolving strategy.
During the reporting period, the Board undertook a formal evaluation of its composition and effectiveness and
assessed that the current governance structure, committee composition and Director capabilities remain appropriate
for the Company’ strategic direction.
Senior Executive Performance
The Board acknowledges the need for flexibility in defining performance objectives, reflecting Core Lithium’s current
status as a lithium developer and explorer. Performance benchmarks are set where appropriate, and individual
achievements are assessed against strategic goals.
The Chief Executive Officer conducts regular performance reviews of senior executives, with formal evaluations
occurring at least annually. These reviews assess progress toward Company objectives, leadership effectiveness,
and business performance.
Board Skills and Experience Matrix
To ensure the Board maintains the right mix of capabilities, Core Lithium regularly evaluates Directors’ skills,
experience and diversity. The skills matrix assesses each Director’s proficiency across key governance and strategic
areas using the following framework:
Skill Level Definition Score
Knowledgeable Demonstrates understanding and relevant experience in the area
through prior Non-Executive or Executive roles.
Skilled Possesses expertise and has held responsibility or oversight in the area
during current or past executive roles.
Highly Skilled Holds deep expertise and a proven track record of delivering objectives
with full responsibility and oversight in the area.
This structured approach ensures the Board remains equipped to guide Core Lithium through its strategic growth and
operational challenges.
Leadership and
Governance
The number below
represents the number of
Directors in each Score
Board of Director
Experience
Held a non-executive director role in a listed and/or
medium-sized complex organisation.
5 1
Leadership Held a senior executive role in a large/medium sized
complex organisation.
6
Governance, Legal
and Regulatory
Experience in governance of listed and/or mining
organisations, legal and regulatory compliance, and
stakeholder management.
6
Industry
Mining and resources Experience in managing exploration, development and
operations (including underground mining and/or capital
projects) in the mining and resources industry or
professional qualifications in geology, metallurgy, mining
and/or engineering.
4 2
Capital projects Experience in delivering both greenfields and brownfields
capital projects.
4 2
Marketing/Commodity Experience in marketing, commercial management,
markets and commercial relationships.
4 1 1
Commercial Capability
Corporate Strategy Experience in executing strategic business outcomes. 6
Corporate
Development
Experience in business development, investment decisions
and corporate transactions.
5 1
Transformation Personal capabilities in managing organisations through
change and periods of challenge. This includes experience
in constructive challenge to new ideas and coaching
executives to achieve more ambitious outcomes (aligned to
the corporate strategy or corporate goals). Experience in
designing and embedding enterprise systems of work and
new operating models.
6
Risk Management Experience in identifying, assessing and managing
systemic, existing and emerging financial and non-financial
risks, and understanding, implementing and overseeing risk
management frameworks and controls.
3 3
Finance
Financial Acumen/
Capital Management
Proficiency in financial accounting and reporting, corporate
finance and capital management/markets, internal controls,
treasury and associated risk management and
understanding the key financial drivers of the business.
1 4 1
Accounting and Audit Professional qualifications in accounting and finance
disciplines and/or experience in overseeing a corporate
finance function.
1 5
People and Culture
People and
Remuneration
Experience in overseeing people management, workplace
culture and remuneration frameworks.
5 1
Health and Safety Experience in complex workplace health and safety
(physical, mental and psycho-social) risks and
management.
3 3
Sustainability
Social Responsibility Experience in managing the social impact of the business on
communities, including local communities, traditional owners
and pastoralists.
3 3
Environmental and
Climate Change
Experience in managing the environmental impacts of the
business and climate change threats and opportunities,
including low-carbon transition.
3 3
A Culture of Lawful, Ethical and
Responsible Action
Corporate Governance Statement
Core Lithium is committed to fostering a corporate culture grounded in lawful, ethical and responsible conduct. This
culture is integral to our long-term performance and the creation of sustainable shareholder value.
The Board sets the tone for ethical behaviour, transparency and accountability, and expects all employees,
contractors and partners to uphold the highest standards of integrity, safety and environmental stewardship. Core
Lithium recognises that strong culture is a key enabler of operational excellence, social licence and long-term
resilience.
Purpose and Vision
Core Values
Value Description
People Our people are our greatest asset. We prioritise wellbeing, capability development and a
culture of respect.
Safety We are focussed on the safety and health of our people, the environment and community.
We apply critical control management and continuous improvement to eliminate harm.
Community We are proud members of the communities in which we operate. We engage transparently
and respectfully with local communities and stakeholders.
Integrity We act with integrity, transparency and responsibility in all interactions.
Partnership We are committed to fair dealing with partners and contractors, and positive engagement
with the community. We aim to build long term relationships based on trust, accountability
and shared value.
Core Lithium’s governance framework includes key policies that reinforce our ethical standards:
• Code of Conduct Sets out the expected standards of behaviour for all employees, directors, officers, contractors
and consultants.
• Whistleblower Policy Provides a secure mechanism for reporting misconduct. All material incidents are reported
to the Board.
• Anti-Bribery and Corruption Policy Establishes clear expectations for ethical conduct and prohibits corrupt
practices. Material incidents are reported to the Board.
PURPOSE
To operate safely, responsibly and sustainably.
VISION
To generate long-term value for shareholders and stakeholders though the
sustainable development of ethical production of Australian critical minerals,
underpinned by strong governance, responsible operations, and partnerships.
Modern Slavey and Ethical Supply Chain Governance
Core Lithium is committed to identifying, assessing and mitigating modern slavery risks across its operations and
supply chain. The Company undertakes supplier due diligence, risk screening and contractual controls to ensure
responsible and ethical labour practices.
Safety and Environmental Oversight
The Company maintains an ongoing review of safety and environmental risks, with monthly reporting to the Board.
This ensures proactive risk management and alignment with our sustainability commitments. Core Lithium applies a
critical control management approach to material safety and environmental risks, consistent with best practice. The
Board receives regular reporting on leading indicators, incident investigations, and environmental compliance.
Board Composition and Oversight
The Board continues to assess its composition to ensure it reflects the skills, experience and independence required
to support Core Lithium’s strategic direction. Recruitment of additional independent Non-Executive Directors is
considered as appropriate.
Inclusion and Diversity
Corporate Governance Statement
Core Lithium is committed to fostering an inclusive and diverse workplace where all individuals are treated with
fairness, dignity and respect. The Company believes that diversity enhances decision-making, drives innovation, and
strengthens organisational performance.
Core values difference and actively promotes a culture where varied perspectives are welcomed and encouraged.
This inclusive approach is fundamental to Core Lithium’s ability to meet business challenges, deliver on strategic
objectives, and create long-term shareholder value.
The Board oversees the Company’s Diversity Policy and monitors progress against measurable objectives, including
gender representation, leadership diversity, cultural diversity and inclusive work practices.
Gender Diversity
Core Lithium strives to provide equitable opportunities for employees of all backgrounds across every level of the
organisation. The Company’s approach to gender diversity reflects the principles and spirit of its Diversity Policy and
is aligned with its commitment to responsible governance and sustainable growth.
The Board conducts an annual review of gender representation across the Company, assessing the relative
proportion of gender employed or appointed within the Core Lithium group. Measurable gender diversity objectives
have been established, tailored to the Company’s size and its current status.
These objectives are designed to promote balanced representation, support inclusive recruitment and advancement
practices, and contribute to the Company’s broader goals of performance and value creation.
Gender diversity report – total roles during the year
As at 30 June 2026 Total Positions Held by Women
Board 5 1
Senior Management roles 9 2
Other employees 85 27
Total Organisation 99 30
Total Organisation (%) 30%
Update post 30 June 2026
Subsequent to 30 June 2026, the composition of the Board changed with the retirement of Heath Hellewell and Greg
English, and the appointment of Anna Neuling as an Independent Non-Executive Director. Following these changes,
the Board comprises five directors, of whom two are women, representing female Board representation of 40%. This
represents an increase from the 17% female Board representation reported for FY26 and reflects the Company’s
continued focus on Board renewal, diversity and maintaining an appropriate mix of skills, experience and
perspectives to support Core Lithium’s strategic direction.
Shareholder Communications
Corporate Governance Statement
Core Lithium is committed to maintaining transparent, timely, and balanced communication with shareholders and the
broader market. The Company’s approach to disclosure and engagement is guided by its Continuous Disclosure and
Communications Policy, ensuring compliance with ASX Listing Rules and high standards of corporate governance.
The Board recognises that clear and consistent communication supports market confidence, enhances investor
understanding of the Company’s strategy and performance, and contributes to long-term value creation.
Timely and Balanced Disclosure
• All Company announcements are automatically disseminated via ASX Online to ensure immediate and equal
access to market-sensitive information.
• Investor presentations are released on the ASX Market Announcements Platform prior to each public
presentation, ensuring shareholders receive timely updates.
• The Company’s disclosure practices are designed to uphold market integrity and support informed investment
decisions.
• The Company also monitors emerging disclosure expectations relating to climate, sustainability and ESG
reporting.
Integrity of Financial Reports
• Prior to Board approval of financial statements, the CEO and CFO must certify that financial records have been
properly maintained and that the statements comply with applicable accounting standards, presenting a true and
fair view of Core Lithium’s financial position and performance.
• Any periodic corporate report not subject to external audit is reviewed by the Company’s CFO to ensure accuracy
and reliability.
Objective 1
25%
Minimum female Board representation
at all times by 30 June 2027 – at least
two of six directors.
FY26 female board representation: 17%
for the year and 20% at 30 June 2026.
Objective 2
>20%
Minimum female representation
across workforce by 30 June 2027
FY26 female workforce: 30% at
30 June 2026.
Communicating with Shareholders
• The Investor Centre on Core Lithium’s website (www.corelithium.com.au) serves as the central hub for
shareholder communications, offering access to current and meaningful information.
• Shareholders are encouraged to receive and send communications electronically, in line with the Company’s
Continuous Disclosure & Communications Policy and in partnership with its security registry.
• Core Lithium actively promotes email correspondence as a convenient and efficient channel for shareholder
engagement. The Company also utilises digital channels, webcasts and virtual meeting capabilities to broaden
access to investor information and engagement opportunities.
• The Continuous Disclosure and Communication Policy also sets out the Company’s policies and processes in
order to facilitate and encourage participation at meetings of security holders.
• The Company encourages shareholders to cast their proxies prior to a General Meeting if they are unable to
attend the meeting.
• The Company ensures that all substantive resolutions at a meeting of security holders are decided by a poll
rather than by a show of hands.
• The Company gives security holders the option to receive commu
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