Corporate Governance Statement
Released
Released
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CORPORATE GOVERNANCE STATEMENT
Date of last review and Board approval: 29 September 2026.
The Company is committed to implementing the highest standards of corporate governance. In determining what those high standards should involve, the Company has
considered the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th
Edition). In line with the above, the Board has set out the
way forward for the Company in its implementation of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th
Edition). The
approach taken by the Board was to set a blueprint for the Company to follow, as it introduces elements of the governance process. Due to the current size of the Company
and the scale of its operations, it is neither practical nor economic for the adoption of all of the recommendations approved via the board charter. Where the Company has
not adhered to the recommendations, it has stated that fact in this Corporate Governance Statement, whilst also mandating future compliance, when the size of the
Company and the scale of its operations warrants the introduction of those recommendations.
The Company has adopted a Corporate Governance Plan, which provides the written terms of reference for the Company’s corporate governance policies and procedures.
The Company’s Corporate Governance Plan is available on the Company’s website.
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Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
A listed entity should have and disclose a charter 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.
YES
The Company has a formal Board Charter, which can be located in the
Company’s Corporate Governance Plan, available on the Company’s website.
Amongst other things, the Company’s Board Charter explicitly outlines the
separate roles and responsibilities of each of the Company’s Board and senior
management team.
To add value to the Company, the Board has been formed so that it has effective
composition, size and commitment to adequately discharge its responsibilities
and duties. Directors are appointed based on the specific skills required by the
Company and on their decision-making and judgment. The Board’s role is to
govern the Company rather than to manage it. In governing the Company, the
Directors must act in the best interests of the Company as a whole. It is the role
of senior management to manage the Company in accordance with the direction
and delegations of the Board and the responsibility of the Board to oversee the
activities of management in carrying out those delegated duties.
In carrying out its governance role, the main task of the Board is to drive the
performance of the Company. The Board must also ensure that the Company
complies with all of its contractual, statutory and any other legal obligations,
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including the requirements of any regulatory body. The Board has the final
responsibility for the successful operations of the Company.
Without intending to limit this general role of the Board, the principal functions
and responsibilities of the Board include the following.
• Leadership of the Organisation: overseeing the Company and
establishing codes that reflect the values of the Company and guide
the conduct of the Board.
• Strategy Formulation: to set and review the overall strategy and goals
for the Company and ensuring that there are policies in place to govern
the operation of the Company.
• Overseeing Planning Activities: the development of the Company’s
strategic plan.
• Shareholder Liaison: ensuring effective communications with
shareholders through an appropriate communications policy and
promoting participation at general meetings of the Company as well as
ensuring timely and balanced disclosures of all material information
concerning the Company that a reasonable person would expect to
have a material effect on the price or value of the entity’s securities.
• Monitoring, Compliance and Risk Management: the development of
the Company’s risk management, compliance, control and
accountability systems and monitoring and directing the financial and
operational performance of the Company.
• Company Finances: approving expenses and approving and
monitoring acquisitions, divestitures and financial and other reporting
along with ensuring the integrity of the Company’s financial and other
reporting.
• Human Resources: reviewing the performance of Executive Officers
and monitoring the performance of senior management in their
implementation of the Company’s strategy.
• Ensuring the health, safety and well-being of employees: in conjunction
with the senior management team, developing, overseeing and
reviewing the effectiveness of the Company’s occupational health and
safety systems to ensure the well-being of all employees.
• Delegation of Authority: delegating appropriate powers to the
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Managing Director to ensure the effective day-to-day management of
the Company and establishing and determining the powers and
functions of the Committees of the Board.
• Monitoring the effectiveness of the Company’s corporate governance
practices.
Full details of the Board’s and Company Secretary’s roles and responsibilities are
contained in the Board Charter. The Board collectively and each Director has the
right to seek independent professional advice at the Company’s expense, up to
specified limits, (that limit is currently set at $2,000), to assist them to carry out
their responsibilities.
Recommendation 1.2
A listed entity should:
(a) undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as a
director; and
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect or
re-elect a director.
YES
(a) Directors are appointed based on the specific governance skills required
by the Company. Given the size of the Company and the business that
it operates, the Company aims at all times to have at least one Director
with experience appropriate to the Company’s operations. The
Company’s current Directors all have relevant experience in the
operations. In addition, Directors should have the relevant blend of
personal experience in:
(i) Accounting and financial management;
(ii) legal and corporate governance experience; and
(iii) Director-level business experience.
Each member of the Board is committed to spending sufficient time to
enable them to carry out their duties as a Director of the Company.
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In determining candidates for the Board, the Nomination Committee
(combined with the Remuneration Committee) follows a prescribed
process whereby it evaluates the mix of skills, experience and expertise
of the existing Board. In particular, the Nomination Committee
(combined with the Remuneration Committee) will identify the particular
skills that will best increase the Board's effectiveness. Consideration is
also given to the balance of Independent Non-Executive Directors.
Potential candidates are identified and, if relevant, the Nomination
Committee (combined with the Remuneration Committee) (or
equivalent) recommends an appropriate candidate for appointment to
the Board. Any appointment made by the Board is subject to ratification
by shareholders at the next general meeting. Each Non-Executive
Director has a written agreement with the Company that covers all
aspects of their appointment including term, time commitment required,
remuneration, disclosure of interests that may affect independence,
guidance on complying with the Company’s corporate governance
policies and the right to seek independent advice, indemnity and
insurance arrangements, rights of access to the Company’s information
and ongoing confidentiality obligations as well as roles on the
Company’s committees. Each Executive Director’s agreement with the
Company includes the same details as the non-executive directors’
agreements but also includes a position description, reporting hierarchy
and termination clauses.
The Nomination Committee (combined with the Remuneration
Committee) is responsible for implementing a program to identify,
assess and enhance Director competencies. In addition, the Nomination
Committee (combined with the Remuneration Committee) puts in place
succession plans to ensure an appropriate mix of skills, experience,
expertise and diversity are maintained on the Board. Full details of the
procedure are contained in the Director Selection Procedure.
(b) All material information (such as biographical details, other material
directorships, confirmation that relevant background checks have been
performed, term of office, etc.) relevant to a decision on whether or not
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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.
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 has a written agreement with each of its Directors and senior
executives, setting out the terms of each of their respective appointments.
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
Full details of the Board’s and Company Secretary’s roles and responsibilities are
contained in the Board Charter.
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 in achieving them; and
(iii) 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
the Workplace Gender Equality Act.
YES
(a) The Company recognises and respects the value of diversity at all
levels of the organisation. The Company is committed to setting
measurable objectives for attracting and engaging women at the Board
level, in senior management and across the whole organisation and
has implemented a Diversity Policy.
(b) As outlined in the Diversity Policy, the Company’s objectives for the
employment of women have been set as follows:
(i) to the Board – 50% by 2027
(ii) to senior management – 25% by 2027
(iii) to the organisation as a whole – 25% by 2027
The Company recognises that the industries in which it operates are
intrinsically male dominated and that the pool of women with
appropriate skills may therefore be limited. The Company recognises
that diversity extends to matters of age, disability, ethnicity,
marital/family status, religious/cultural backgrounds and sexual
orientation. Where possible, the Company will seek to identify suitable
candidates for positions from a diverse pool. The Company will
continue to look at other measures of diversity.
(c) As at the date of this report, the Company has the following proportion
of women appointed:
(i) to the Board – 33%;
(ii) to senior management (including Company Secretary) – 20%;
(iii) to the organisation as a whole – 10%.
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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, in relation to each reporting period, whether a
performance evaluation was undertaken in accordance with
that process or in respect of that period.
YES
It is the policy of the Board to periodically evaluate its performance. The
objective of this evaluation is to provide best practice corporate governance to
the Company.
During the financial year, no formal performance appraisal occurred in relation
to the Board (including its Committees and individual Directors). However, the
Board discussed the possibility of enlisting an external consultant, to conduct
such an appraisal in relation to the Board’s structure and performance, during
the Company’s financial year ended 30 June 2027.
For further details, please refer to the Company’s Board, Committee and
Individuals Performance Evaluation Procure, which can be located in the
Company’s Corporate Governance Plan, which is available on the Company’s
website.
Recommendation 1.7
A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of its senior executives; and
(b) disclose for each reporting period, whether a performance
evaluation has been undertaken in accordance with that
process or in respect of that period.
YES
It is the policy of the Board to periodically evaluate individual senior executives’
performance. The objective of such evaluations is to provide best practice
corporate governance to the Company.
During the financial year, the Board conducted an internal appraisal of the
performance of the Company’s senior executives.
For further details, please refer to the Company’s Board, Committee and
Individuals Performance Evaluation Procure, which can be located in the
Company’s Corporate Governance Plan, which is available on the Company’s
website.
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:
YES
The Company’s Board had a Nomination Committee (combined with the
Remuneration Committee), the operations of which are governed by a
Nomination Committee Charter, which can be located in the Company’s
Corporate Governance Plan, available on the Company’s website. Subsequent
to the financial year, the Board as a whole performed the role of the
Remuneration & Nomination Committee.
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(iii) the charter of the committee;
(iv) the members of the committee; and
(v) as at the end of each reporting period, the number of
times the committee met throughout the period and the
individual attendances of the members at those
meetings; or
(b) if it does not have a nomination committee, disclose that fact
and the processes it employs to address board succession
issues and to ensure that the board has the appropriate balance
of skills, experience, independence and knowledge of the entity
to enable it to discharge its duties and responsibilities
effectively.
The role of the Nomination Committee (combined with the Remuneration
Committee) is to help achieve a structured Board that adds value to the
Company, by ensuring an appropriate mix of skills are present in Directors on the
Board at all times.
During the financial year, the Nomination Committee (combined with the
Remuneration Committee) initially consisted of three Non-Executive Directors,
all of whom were considered to be Independent Directors, comprising:
• Penelope Creswell (Chair), Stephen van der Sluys (until his resignation
on 12 January 2026) and Ayten Saridas.
The Nomination Committee (combined with the Remuneration Committee) met
twice during the financial year. Further information about individual Directors’
attendances at particular meetings is outlined in the Company’s Annual Report
for FY26.
The responsibilities of the Nomination Committee (combined with the
Remuneration Committee) (as per the Nomination Committee Charter) include
devising criteria for Board membership, regularly reviewing the need for various
skills and experience on the Board and identifying specific individuals for
nomination as Directors for review by the Board. The Nomination Committee
(combined with the Remuneration Committee) also oversees management
succession plans including the Managing Director and his/her direct reports and
evaluate the Board’s performance and make recommendations for the
appointment and removal of Directors. Matters such as remuneration,
expectations, terms, the procedures for dealing with conflicts of interest and the
availability of independent professional advice are clearly understood by all
Directors, who are experienced public company Directors.
The Board collectively and each Director has the right to seek independent
professional advice at the Company’s expense, up to specified limits, (that limit
is currently set at $2,000), to assist them to carry out their responsibilities.
Recommendation 2.2
YES
The Company periodically reviews the skill set of its Board to determine where
the skills lie and any relevant gaps in its existing Directors’ skills. The Company
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A listed entity should have and disclose a board skill matrix setting
out the mix of skills and diversity that the board currently has or is
looking to achieve in its membership.
is working towards filling these gaps, through professional development
initiatives as well as seeking to identify suitable Board candidates for positions
from a diverse pool.
During the financial year, the Board conducted a self-assessment of their skills,
which resulted in the preparation of an updated board skills matrix, which aided
in the identification of relevant skills which the Directors believed would be
beneficial when considering the appointment of one or more additional Board
member(s).
Recommendation 2.3
A listed entity should disclose:
(a) the names of the directors considered by the board to be
independent directors;
(b) if a director has an interest, position, association or relationship
of the type described in Box 2.3 but the board is of the opinion
that it does not compromise the independence of the director,
the nature of the interest, position, association or relationship
in question and an explanation of why the board is of that
opinion; and
(c) the length of service of each director
YES
The Company recognises the importance of Non-Executive Directors and the
external perspective and advice that Non-Executive Directors can offer. An
Independent Director:
• is a Non-Executive Director and;
• is not a substantial shareholder of the Company or an officer of, or
otherwise associated directly with, a substantial shareholder of the
Company;
• within the last three years has not been employed in an executive
capacity by the Company or another group member, or been a Director
after ceasing to hold any such employment;
• within the last three years has not been a principal of a material
professional adviser or a material consultant to the Company or
another group member, or an employee materially associated with the
service provided;
• is not a material supplier or customer of the Company or another group
member, or an officer of or otherwise associated directly or indirectly
with a material supplier or customer;
• has no material contractual relationship with the Company or other
group member other than as a Director of the Company;
• has not served on the Board for a period which could, or could
reasonably be perceived to, materially interfere with the Director’s
ability to act in the best interests of the Company;
• is free from any interest and any business or other relationship which
could, or could reasonably be perceived to, materially interfere with the
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Director’s ability to act in the best interests of the Company; and
• does not receive performance based remuneration nor participates in
an employee incentive scheme.
Materiality for the purposes of the points above is determined on the basis of
both quantitative and qualitative aspects with regard to the independence of
Directors. An amount over 5% of the Company’s expenditure or 10% of the
particular Director’s annual gross income is considered to be material. A
period of more than six years as a Director would be considered material when
assessing independence.
Stephen van der Sluys (appointed 31 August 2022; appointed as Non-Executive
Chairman on 19 September 2022 and resigned on 12 January 2026) was the
Non-Executive Director and Chairman of the Company and met the Company’s
criteria for independence. The Board still formed the opinion that the interest,
position or relationship did not interfere with the Stephen van der Sluys’ capacity
to bring independent judgment to bear on issues before the Board nor to act in
the best interests of the Company as a whole.
Penelope Creswell (appointed 26 October 2021 and resigned on 10 August 2026)
was a Non-Executive Director of the Company and met the Company’s criteria
for independence during her tenure. Her experience and knowledge of the
Company made her contribution to the Board such that it is appropriate for her
to remain on the Board in her position as a Non-Executive Director.
Ayten Saridas (appointed 12 October 2022, appointed as Interim Non-Executive
Chair on 12 January 2026 and resigned on 10 August 2026) was a Non-Executive
Director of the Company and met the Company’s criteria for independence
during her tenure. Her experience and knowledge of the Company made her
contribution to the Board such that it is appropriate for her to remain on the
Board in her position as a Non-Executive Director followed by Interim Non-
Executive Chair.
Ronald Douglas (appointed 10 August 2026) is the Non-Executive Chair of the
Company and meets the Company’s criteria for independence. His experience
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and knowledge of the Company makes his contribution to the Board such that it
is appropriate for him to remain on the Board in his position as a Non-Executive
Chair.
Sylvia Tulloch (appointed 10 August 2026) is the Non-Executive Director of the
Company and meets the Company’s criteria for independence. Her experience
and knowledge of the Company makes her contribution to the Board such that it
is appropriate for her to remain on the Board in her position as a Non-Executive
Director.
Recommendation 2.4
A majority of the board of a listed entity should be independent
directors.
YES
From 1 July 2025 until 30 June 2026, a majority of the Board comprised of
Independent Non-Executive Directors.
Since 27 September 2022, following the resignation of Mr Alex Cook, the Board
has had a favourable split between Independent (i.e. 3 or 2 Non-Executive) and
Non-Independent (i.e. 1 Executive) Directors, being a majority of independent
Non-Executive Directors.
Recommendation 2.5
The chair of the board of a listed entity should be an independent
director and, in particular, should not be the same person as the CEO
of the entity.
YES
The Chairperson is an Independent Non-Executive Director who is not the CEO /
Managing Director.
Recommendation 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.
YES
It is the policy of the Company that each new Director undergoes an induction
process in which they are given a full briefing on the Company, as per the Director
Induction Program. Where possible, this includes meetings with key executives,
tours of the Company’s premises, an induction package and presentations.
Information conveyed to new Directors includes:
• details of the roles and responsibilities of a Director;
• formal policies on Director appointment as well as conduct and
contribution expectations;
• a copy of the Corporate Governance Statement, Charters, Policies and
Memos; and
• a copy of the Constitution of the Company.
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In order to achieve continuing improvement in Board performance, all Directors
are encouraged to undergo continual professional development. The Board has
implemented an Ongoing Education Framework.
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’s Values are outlined in page 4 of the Company’s corporate
brochure, which is available for review on the Company’s website
(https://pwnps.com/collections/corporate-profile-pps).
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
As part of its commitment to recognising the legitimate interests of
stakeholders, the Company has established a Code of Conduct for Directors,
Senior Executives and Employees to guide compliance with legal and other
obligations to legitimate stakeholders and to assist the Board to carry its
functions. These stakeholders include employees, clients, customers,
government authorities, creditors and the community as whole. In general, the
Board is responsible for, and has the authority to determine, all matters relating
to the policies, practices, management and operations of the Company. It is
required to do all things that may be necessary to be done in order to carry out
the objectives of the Company.
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 has a formal Whistleblower Policy, which applies to the
Company’s Directors, senior executives and employees and is available on the
Company’s website.
The Company relies on its employees and Disclosers to help maintain and grow
its culture of honest and ethical behaviour. It is therefore expected that any
discloser who becomes aware of relevant conduct will make a report.
As per the Whitsleblower Policy, the Board has oversight over reports made to
the Company’s Whistleblower Officer(s), and investigations which are conducted
into the reported concerns.
Recommendation 3.4
A listed entity should:
(a) have and disclose an anti-bribery and corruption policy; and
YES
The Company’s Anti-Bribery and Anti-Corruption Policy applies to the Company’s
Directors, senior executives and employees and is available on the Company’s
website. Directors, employees and associated persons are encouraged to raise
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(b) ensure that the board or a committee of the board is informed
of any material breaches of that policy.
any matters of concern in good faith and report material breaches of the Anti-
Bribery and Anti-Corruption Policy to the Board, without fear of retribution.
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 financial reporting, including the
processes for the appointment and removal of the external
auditor and the rotation of the audit engagement partner.
YES
The Company’s Board has an Audit & Risk Committee, the responsibilities of
which are outlined in an Audit & Risk Committee Charter, which can be located
in the Company’s Corporate Governance Plan, available on the Company’s
website. Subsequent to the financial year, the Board as a whole performed the
role of the Audit & Risk Committee.
During the financial year, the Audit & Risk Committee was comprised of the
following persons:
• Ayten Saridas (Chair, until her resignation on 10 August 2026), Stephen
van der Sluys (until his resignation on 12 January 2026) and Penelope
Creswell (until her resignation on 10 August 2026).
At all times during the financial year, the Audit & Risk Committee comprised
solely of Independent Non-Executive Directors.
Ayten Saridas (during her tenure), Stephen van der Sluys (during his tenure),
Sylvia Tulloch and Ronald Douglas have had experience with audit and financial
compliance as part of their responsibilities with various companies. Penelope
Creswell had considerable risk and compliance experience, although had limited
financial experience during her tenure.
The Audit & Risk Committee met twice during the financial year. Further
information about individual Directors’ attendances at particular meetings is
outlined in the Company’s Annual Report for FY26.
The Board recognises that as per Recommendation 4.1, it would be preferable
for the Audit & Risk Committee to comprise of at least three members, all of
whom are Independent Non-Executive Directors (which has been met). The
Board also recognises that it would be beneficial for any additional member on
the Audit & Risk C
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