Corporate Governance Statement FY2026
Released
Released
Announcement PDF
CORPORATE GOVERNANCE STATEMENT FY 2026
This Corporate Governance Statement reports the governance processes and procedures in place
at Firebird Metals Limited (Firebird or the Company) as at 30 June 2026 and has been approved
by the Board of the Company as at 29 September 2026.
This Corporate Governance Statement is also provided on our website at
www.firebirdmetals.com.au, together with copies of our Board and Board Committee Charters
and some of the Company’s key policies. The ASX Appendix 4G, which is a checklist cross-
referencing the fourth edition of the ASX Corporate Governance Principles and Recommendations
(ASX Recommendations) to the relevant disclosures in the Corporate Governance Statement and
the 2026 Annual Report is also provided on that website.
Commitment to Good Governance
The directors of Firebird believe that effective corporate governance improves company
performance, enhances corporate social responsibility and benefits all stakeholders. Governance
practices are not a static set of principles and the company will assess its governance practices on
an annual basis. Changes and improvements are made in a substance over form manner, which
appropriately reflect the changing circumstances of the company as it grows and evolves.
Accordingly, the Board has established a number of practices and policies to ensure that these
intentions are met and that all shareholders are fully informed about the affairs of the Company.
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.
ASX Corporate Governance Council’s Principles and Recommendations (4th Edition)
Firebird reviews all of its corporate governance practices and policies on an annual basis to ensure
they are appropriate for the Company’s current stage of development. The establishment of the
corporate governance practices and policies was made with consideration to the ASX Corporate
Governance Council’s Principles and Recommendations (fourth edition) (CGRs).
Recommendations (4th
Edition) Comply Explanation
Principle 1: Lay solid foundations for management and oversight
Recommendation 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.
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 specific
responsibilities of the Board, requirements as to
the Board’s composition, the roles and
responsibilities of the Chairman and Company
Secretary, the establishment, operation and
management of Board Committees, Directors’
access to Company records and information,
details of the Board’s relationship with
management, details of the Board’s
performance review and details of the Board’s
disclosure policy.
A copy of the Company’s Board Charter, which is
part of the Company’s Corporate Governance
Plan, is available on the Company’s website.
Recommendation 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.
Yes The Company has guidelines for the
appointment and selection of the Board and
senior executives in its Corporate Governance
Plan. The Company’s Nomination Committee
Charter (in the Company’s Corporate
Governance Plan) requires the Nomination
Committee (or, in its absence, the Board) to
ensure appropriate checks (including checks in
respect of character, experience, education,
criminal record and bankruptcy history (as
appropriate)) are undertaken before appointing
a person, or putting forward to security holders
a candidate for election, as a Director. In the
event of an unsatisfactory check, a Director is
required to submit their resignation.
Under the Nomination Committee Charter, all
material information relevant to a decision on
whether or not to elect or re-elect a Director
must be provided to security holders in the
Notice of Meeting containing the resolution to
elect or re-elect a Director.
Recommendations (4th
Edition) Comply Explanation
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’s Nomination Committee Charter
requires the Nomination Committee (or, in its
absence, the Board) to ensure that each Director
and senior executive is personally a party to a
written agreement with the Company which sets
out the terms of that Director’s or senior
executive’s appointment.
The Company has written agreements with each
of its Directors and senior executives.
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 Board Charter outlines the roles,
responsibility and accountability of the Company
Secretary. In accordance with this, 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:
(i) the measurable objectives set for
that period to achieve gender
diversity;
(ii) the entity’s progress towards
achieving those objectives; and
(iii) either:
i. 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
ii. if the entity is a “relevant
employer” under the Workplace
Gender Equality Act, the entity’s
most recent “Gender Equality
Indicators”, as defined in the
Workplace Gender Equality Act.
Partially The Company has adopted a Diversity Policy
which provides a framework for the Company to
establish, achieve and measure diversity
objectives, including in respect of gender
diversity. The Diversity Policy is available, as part
of the Corporate Governance Plan, on the
Company’s website.
The Diversity Policy allows the Board to set
measurable gender diversity objectives, if
considered appropriate, and to continually
monitor both the objectives if any have been set
and the Company’s progress in achieving them.
The Board does not presently intend to set
measurable gender diversity objectives because:
(a) the Board does not anticipate there will be a
need to appoint any new Directors or senior
executives due to the limited nature of the
Company’s existing and proposed activities
and the Board’s view that the existing
Directors and senior executives have
sufficient skill and experience to carry out
the Company’s plans;
(b) if it becomes necessary to appoint any new
Directors or senior executives, the Board
will consider the application of the
measurable diversity objectives and
determined whether, given the small size
of the Company and the Board, requiring
specified objectives to be met will unduly
limit the Company from applying the
Diversity Policy as a whole and the
Recommendations (4th
Edition) Comply Explanation
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.
Company’s policy of appointing the best
person for the job; and
(c) there are currently 4 men and no women on
the Board.
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
(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 Company’s Nomination Committee (or,
in its absence, the Board) is responsible for
evaluating the performance of the Board, its
committees and individual Directors on an
annual basis. It may do so with the aid of an
independent advisor. The process for this is
set out in the Company’s Corporate
Governance Plan, which is available on the
Company’s website.
(b) A review of the Board was undertaken
during the financial period resulting in
Board and Management changes as
announced on 27 October 2025.
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 Company’s Nomination Committee (or,
in its absence, the Board) is responsible for
evaluating the performance of the
Company’s senior executives on an annual
basis. The Company’s Remuneration
Committee (or, in its absence, the Board) is
responsible for evaluating the remuneration
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 applicable processes for these
evaluations can be found in the Company’s
Corporate Governance Plan, which is
available on the Company’s website.
(b) A review of the Board was undertaken
during the financial period resulting in
Board and Management changes as
announced on 27 October 2025.
Recommendations (4th
Edition) Comply Explanation
Principle 2: Structure the Board to be effective and 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:
(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, knowledge, experience,
independence and diversity to enable it
to discharge its duties and
responsibilities effectively.
Partially (a) The Company does not currently 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 three members, a majority of
whom are independent Directors, and which
must be chaired by an independent
Director.
(b) The Company does not have a Nomination
Committee as the Board considers that 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 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
updating the Company’s Board skills
matrix; 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 skills matrix setting out the mix of
skills that the Board currently has or is
looking to achieve in its membership.
Yes Under the Nomination Committee Charter (in
the Company’s Corporate Governance Plan), the
Nomination Committee (or, in its absence, the
Board) is required to prepare a Board skills
matrix setting out the mix of skills that the Board
currently has (or is looking to achieve) and to
review this at least annually against the
Company’s Board skills matrix to ensure the
appropriate mix of skills to discharge its
obligations effectively and to add value and to
ensure the Board has the ability to deal with
new and emerging business and governance
issues.
The Company has a Board skill matrix setting
out the mix of skills and diversity that the Board
currently has or is looking to achieve in its
Recommendations (4th
Edition) Comply Explanation
membership. A copy will be made available on
the Company’s website.
The Board Charter requires the disclosure of
each Board member’s qualifications and
expertise. Full details as to each Director and
senior executive’s relevant skills and experience
will be made available on the Company’s
website.
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 or
relationship of the type described in
Box 2.3 of the ASX Corporate
Governance Principles and
Recommendations (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 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 Board Charter requires the disclosure of
the names of Directors considered by the
Board to be independent. The Board
considers the following Directors are
independent: Ashley Pattison and Brett
Grosvenor.
(b) The Company will disclose in its Annual
Report and the Company’s website any
instances where this applies and an
explanation of the Board's opinion why the
relevant Director is still considered to be
independent.
(c) The Company’s Annual Report will disclose
the length of service of each Director, as at
the end of each financial year.
Recommendation 2.4
A majority of the Board of a listed entity
should be independent Directors.
No The Company’s Board Charter requires that,
where practical, the majority of the Board
should be independent.
At this time, the Board currently comprises a
total of four directors, of whom two are
considered to be independent.
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.
Partially The Board Charter provides that, where
practical, the Chair of the Board should be an
independent Director and should not be the
CEO/Managing Director.
At this time, the Chair of the Company is an
Executive Director and therefore not considered
to be independent. The Chair 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
Yes In accordance with the Company’s Board
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
Recommendations (4th
Edition) Comply Explanation
knowledge needed to perform their role as
Directors effectively.
procedures for Directors to ensure that they can
effectively discharge their responsibilities. The
Company Secretary is responsible for facilitating
inductions and professional development
including receiving briefings on material
developments in laws, regulations and
accounting standards relevant to the Company.
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1
A listed entity should articulate and
disclose its values.
Yes The Company are committed to conducting all of
its business activities fairly, honestly with a high
level of integrity, and in compliance with all
applicable laws, rules and regulations. The
Board, management and employees are
dedicated to high ethical standards and
recognise and support the Company’s
commitment to compliance with these
standards.
The Company’s values are set out in its Code of
Conduct (which forms part of the Corporate
Governance Plan) and are available on the
Company’s website. All employees are given
appropriate training on the Company’s values
and senior executives will continually reference
such values.
Recommendation 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.
Yes (a) The Company’s Corporate Code of Conduct
applies to the Company’s Directors, senior
executives and employees.
(b) The Company’s Corporate Code of Conduct
(which forms part of the Company’s
Corporate Governance Plan) is available on
the Company’s website. Any material
breaches of the Code of Conduct are
reported to the Board or a committee of 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 The Company’s Whistleblower Protection Policy
(which forms part of the Corporate Governance
Plan) is available on the Company’s website. Any
material breaches of the Whistleblower
Protection Policy are to be reported to the Board
or a committee of the Board.
Recommendations (4th
Edition) Comply Explanation
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 The Company’s Anti-Bribery and Anti-Corruption
Policy (which forms part of the Corporate
Governance Plan) is available on the Company’s
website. Any material breaches of the Anti-
Bribery and Anti-Corruption Policy are to be
reported to the Board or a committee of the
Board.
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1
The Board of a listed entity should:
(a) have an audit committee which:
(i) has at least three members, all of
whom are non-executive Directors
and a majority of whom are
independent Directors; and
(ii) is chaired by an independent
Director, who is not the Chair of
the Board,
and disclose:
(iii) the charter of the committee;
(iv) the relevant qualifications and
experience of the members of the
committee; and
(v) in relation to each reporting
period, the number of times the
committee met throughout the
period and the individual
attendances of the members at
those meetings; or
(b) if it does not have an audit committee,
disclose that fact and the processes it
employs that independently verify and
safeguard the integrity of its corporate
reporting, including the processes for
the appointment and removal of the
external auditor and the rotation of the
audit engagement partner.
Partially The Company does not have an Audit and Risk
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 and
Risk Committee under the Audit and Risk
Committee Charter including the following
processes to independently verify the integrity
of the Company’s periodic reports which are not
audited or reviewed by an external auditor, as
well as the processes for the appointment and
removal of the external auditor and the rotation
of the audit engagement partner:
(a) the Board devotes time at annual Board
meetings to fulfilling the roles and
responsibilities associated with maintaining
the Company’s internal audit function and
arrangements with external auditors; and
(b) all members of the Board are involved in the
Company’s audit function to ensure the
proper maintenance of the entity and the
integrity of all financial reporting.
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
Yes The Company’s Audit and Risk Committee
Charter requires the CEO and CFO (or, if none,
the person(s) fulfilling those functions) to
provide a sign off on these terms.
The Company obtains a sign off on these terms
for each of its annual and half-yearly financial
statements in each financial year.
Recommendations (4th
Edition) Comply Explanation
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.
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 includes in each of its (to the
extent that the information contained in the
following is not audited or reviewed by an
external auditor):
(a) annual reports or on its website, a
description of the process it undertakes to
verify the integrity of the information in its
annual directors’ report;
(b) quarterly reports, or in its annual report or
on its website, a description of the process it
undertakes to verify the integrity of the
information in its quarterly reports;
(c) integrated reports, or in its annual report (if
that is a separate document to its integrated
report) or on its website, a description of the
process it undertakes to verify the integrity
of the information in its integrated reports;
and
(d) periodic corporate reports (such as a
sustainability or CSR report), or in its annual
report or on its website, a description of the
process it undertakes to verify the integrity
of the information in these reports.
Principle 5: Make timely and balance 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 Company’s Corporate Governance Plan
details the Company’s Continuous Disclosure
policy.
The Corporate Governance Plan, which
incorporates the Continuous Disclosure policy, is
available on the Company’s 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 Under the Company’s Continuous Disclosure
Policy (which forms part of the Corporate
Governance Plan), all members of the Board will
receive material market announcements
promptly after they have been made.
Recommendations (4th
Edition) Comply Explanation
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 All substantive presentations are released on
the ASX Markets Announcement Platform ahead
of such presentations.
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 Plan which can be found on the
Company’s website.
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
Communications Strategy which aims to
promote and facilitate effective two-way
communication with investors. The Strategy
outlines a range of ways in which information is
communicated to shareholders and is available
on the Company’s website as part of the
Company’s Corporate Governance Plan.
Recommendation 6.3
A listed entity should disclose how it
facilitates and encourages participation at
meetings of security holders.
Yes Shareholders are encouraged to participate at
all general meetings and AGMs of the Company.
Upon the despatch of any notice of meeting to
Shareholders, the Company Secretary shall
send out material stating that all Shareholders
are encouraged to participate at the meeting.
All substantive resolutions at securityholder
meetings were decided by a poll rather than a
show of hands.
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 The Company has adopted a policy of ensuring
all resolutions put to security holders are
decided by a poll.
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 Strategy
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 of the Annual
Report, half yearly reports and quarterly reports.
Links are made available to the Company’s
website on which all information provided to the
ASX is immediately posted.
Recommendations (4th
Edition) Comply Explanation
Shareholders queries should be referred to the
Company Secretary in the first instance.
Principle 7: Recognise and manage risk
Recommendation 7.1
The Board of a listed entity should:
(a) have a committee or committees to
oversee risk, each of which:
(i) has at least three members, a
majority of whom are independent
Directors; and
(ii) is chaired by an independent
Director,
and disclose:
(iii) the charter of the committee;
(iv) the members of the committee;
and
(v) as at the end of each reporting
period, the number of times the
committee met throughout the
period and the individual
attendances of the members at
those meetings; or
(b) if it does not have a risk committee or
committees that satisfy (a) above,
disclose that fact and the process it
employs for overseeing the entity’s risk
management framework.
Yes The Company does not have an Audit and Risk
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 and
Risk Committee under the Audit and Risk
Committee Charter including the following
processes to oversee the entity’s risk
management framework.
The Board devotes time at Board meetings to
fulfilling the roles and responsibilities associated
with overseeing risk and maintaining the entity’s
risk management framework and associated
internal compliance and control procedures.
Recommendation 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.
Yes The Audit and Risk Committee Charter requires
that the Audit and Risk Committee (or, in its
absence, the Board) should, at least annually,
satisfy itself that the Company’s risk
management framework continues to be sound
and that the Company is operating with due
regard to the risk appetite set by the Board.
The Company confirms it has reviewed the risk
management framework in 2025.
Recommendation 7.3
A listed entity should disclose:
(a) if it has an internal audit function, how
the function is structured and what
role it performs; or
Yes The Audit and Risk Committee Charter provides
for the Audit and Risk Committee (or in the
absence of such a Committee, the Board) to
monitor and periodically review the need for an
internal audit function, as well as assessing the
performance and objectivity of any internal audit
Recommendations (4th
Edition) Comply Explanation
(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.
procedures that may be in place. The Company
does not currently have an internal audit
function.
Recommendation 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.
Yes The Company, as an exploration company, faces
inherent risks in its activities, including
economic, environmental and social
sustainability risks, which may materially impact
the Company’s a
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