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AML3D LIMITED — Governance Information 2025
Aug 17, 2025
64357_rns_2025-08-17_7bb7278f-703a-4392-a0ef-60b7aa05ed53.pdf
Governance Information
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Rules 4.7.3 and 4.10.3
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
Name of entity
AML3D Limited
| ABN/ARBN 55 602 857 983 |
Financial year ended: |
|---|---|
| 55 602 857 983 | 30 June 2025 |
Our corporate governance statement[1] for the period above can be found at:[2]
These pages of our ☐ annual report: This URL on our www.aml3d.com/investors website:
The Corporate Governance Statement is accurate and up to date as at 15 August 2025 and has been approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.[3]
Date: 18 August 2025 Name of authorised officer Kaitlin Smith, Company Secretary authorising lodgement:
1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.
2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Page 1
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 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. |
☑and we have disclosed a copy of our board charter at:www.aml3d.com/investors |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 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. |
☑ |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 1.3 | A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment. |
☑ |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 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. |
☑ |
☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).
5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
Page 2
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 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. 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. |
☐ and we have disclosed a copy of our diversity policy at: …………………………………………………………………………….. [insert location] and we have disclosed the information referred to in paragraph (c) at: …………………………………………………………………………….. [insert location] and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period. N/A |
☑set out in our Corporate Governance StatementOR☐ we are an externally managed entity and this recommendation is therefore not applicable We have disclosed a copy of our diversity policy at www.aml3d.com/investors |
| 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. |
☑and we have disclosed the evaluation process referred to inparagraph (a): in the Corporate Governance Statement at www.aml3d.com/investors and whether a performance evaluation was undertaken for the reporting period in accordance with that process: in the Corporate Governance Statement at www.aml3d.com/investors |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
Page 3
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 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. |
☑and we have disclosed the evaluation process referred to in paragraph (a) in the Corporate Governance Statement at www.aml3d.com/investors and whether a performance evaluation was undertaken for the reporting period in accordance with that process in the Corporate Governance Statement at www.aml3d.com/investors |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
Page 4
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 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; 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 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. |
and we have disclosed a copy of the charter of the committee at: www.aml3d.com/investors and the information referred to in paragraphs (4) and (5) at: Annual Report |
set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 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. |
and we have disclosed our board skills matrix at: Corporate Governance Statement |
set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 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, affiliation 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 or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director. |
☑and we have disclosed the names of the directors consideredby the board to be independent directors at: Set out in the Annual Report and, where applicable, the information referred to in paragraph (b) at: Set out in the Corporate Governance Statement and the length of service of each director at: Set out in the Annual Report |
☐ set out in our Corporate Governance Statement |
Page 5
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 2.4 | A majority of the board of a listed entity should be independent directors. |
| set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 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. |
☑ |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 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. |
☑ |
☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY | |||
| 3.1 | A listed entity should articulate and disclose its values. | ☑and we have disclosed our values at:set out in our Corporate Governance Statement |
☐ set out in our 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. |
☑and we have disclosed our code of conduct at:www.aml3d.com/investors |
☐ set out in our Corporate Governance Statement |
| 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. |
☑and we have disclosed our whistleblower policy at:www.aml3d.com/investors |
☐ set out in our Corporate Governance Statement |
| 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. |
☑and we have disclosed our anti-bribery and corruption policy at:www.aml3d.com/investors |
☐ set out in our Corporate Governance Statement We have disclosed our Anti-Bribery and Anti-Corruption Policy in the Corporate Governance Plan (pages 62-69) at www.aml3d.com/investors |
Page 6
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 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. |
☐[If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the Audit and Risk Committee at: www.aml3d.com/investors and the information referred to in paragraphs (4) and (5) at: Annual Report available at www.aml3d.com/investors [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner at: N/A |
☑set out in our Corporate Governance StatementA copy of the Charter of the Audit and Risk Committee is disclosed in the Corporate Governance Plan at www.aml3d.com/investors |
| 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. |
☑ |
☐ set out in our Corporate Governance Statement |
| 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. |
☑ |
☐ set out in our Corporate Governance Statement |
Page 7
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 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. |
☑and we have disclosed our continuous disclosure compliancepolicy at: www.aml3d.com/investors |
☐ set out in our Corporate Governance Statement |
| 5.2 | A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made. |
☑ |
☐ set out in our Corporate Governance Statement |
| 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. |
☑ |
☐ set out in our Corporate Governance Statement |
| 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. |
☑and we have disclosed information about us and ourgovernance on our website at: www.aml3d.com |
☐ set out in our Corporate Governance Statement |
| 6.2 | A listed entity should have an investor relations program that facilitates effective two-way communication with investors. |
☑ |
☐ set out in our Corporate Governance Statement |
| 6.3 | A listed entity should disclose how it facilitates and encourages participation at meetings of security holders. |
☑and we have disclosed how we facilitate and encourageparticipation at meetings of security holders at: Set out in our Corporate Governance Statement |
☐ set out in our Corporate Governance Statement |
| 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. |
☑ |
☐ set out in our Corporate Governance Statement |
| 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. |
☑ |
☐ set out in our Corporate Governance Statement |
Page 8
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 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; or (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. |
[If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: Audit & Risk Committee Charter at www.aml3d.com/investors and the information referred to in paragraphs (4) and (5) at: Corporate Governance Statement and Annual Report at www.aml3d.com/investors [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework at: |
☑set out in our Corporate Governance Statement |
| 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. |
☑and we have disclosed whether a review of the entity’s riskmanagement framework was undertaken during the reporting period at: Set out in our Corporate Governance Statement at www.aml3d.com.au/investors |
☐ set out in our Corporate Governance Statement |
Page 9
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 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. |
☐[If the entity complies with paragraph (a):] and we have disclosed how our internal audit function is structured and what role it performs at: …………………………………………………………………………….. [insert location] [If the entity complies with paragraph (b):] ☑and we have disclosed the fact that we do not have an internalaudit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes at: in the Corporate Governance Statement at www.aml3d.com/investors |
☐ set out in our 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. |
☑and we have disclosed whether we have any material exposureto environmental and social risks at: Annual Report – Directors’ Report and Corporate Governance Statement, at www.aml3d.com/investors and, if we do, how we manage or intend to manage those risks at: as above |
☐ set out in our Corporate Governance Statement |
Page 10
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| 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. |
and we have disclosed a copy of the charter of the committee at: www.aml3d.com/investors and the information referred to in paragraphs (4) and (5) at: Annual Report |
set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 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. |
☑and we have disclosed separately our remuneration policies andpractices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives at: Annual Report at www.aml3d.com/investors |
☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 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. |
☐ and we have disclosed our policy on this issue or a summary of it at: ……………………………………………………………………… [insert location] |
☑set out in our Corporate Governance StatementOR☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
Page 11
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES | |||
| 9.1 | A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents. |
☐ and we have disclosed information about the processes in place at: ……………………………………………………………………… [insert location] |
☐ set out in our Corporate Governance Statement OR ☑we do not have a director in this position and thisrecommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 9.2 | A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time. |
☐ | ☐ set out in our Corporate Governance StatementOR ☑we are established in Australia and this recommendation istherefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable |
| 9.3 | A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit. |
☐ | ☐ set out in our Corporate Governance StatementOR ☑we are established in Australia and not an externally managedlisted entity and this recommendation is therefore not applicable ☐ we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable |
| ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES | |||
| - | Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements. |
☐ and we have disclosed the information referred to in paragraphs (a) and (b) at: …………………………………………………………………………….. [insert location] |
☐ set out in our Corporate Governance Statement |
Page 12
ASX Listing Rules Appendix 4G (current at 17/7/2020)
Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations
| Corporate Governance Council recommendation | Corporate Governance Council recommendation | Where a box below is ticked,4we have followed the recommendationin fullfor thewholeof the period above. We have disclosed this in our Corporate Governance Statement: |
Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5 |
|---|---|---|---|
| - | Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager. |
☐ and we have disclosed the terms governing our remuneration as manager of the entity at: …………………………………………………………………………….. [insert location] |
☐ set out in our Corporate Governance Statement |
Page 13
ASX Listing Rules Appendix 4G (current at 17/7/2020)
AML3D LIMITED ACN 602 857 983 (Company)
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CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement is current as at 15 August 2025 and has been approved by the Board of the Company on that date. This Corporate Governance Statement accompanies the Annual Report of the Company for the financial year ended 30 June 2025 and covers the period since 1 July 2024 and to the date of this report.
This Corporate Governance Statement discloses the extent to which the Company follows the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations – 4[th] Edition ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that are not followed in full have been identified and reasons provided for not following them in full along with what (if any) alternative governance practices the Company intends to adopt in lieu of the recommendation.
The Company adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate governance duties and approach to corporate governance as a company listed on ASX. The Corporate Governance Plan was approved by the Board on 30 December 2019 in anticipation of the Company’s Initial Public Offer (IPO) leading to the admission of the Company to the Official List on ASX (ASX Listing) on 16 April 2020. Periodic reviews of the charters and policies in the Corporate Governance Plan are undertaken.
The Company’s Corporate Governance Charters and Policies are available on the Company’s website at www.aml3d.com/investors/ .
| RECOMMENDATIONS (4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| Principle 1: Lay solid foundations for management and oversight | ||
| Recommendation 1.1 A listed entity should have and disclose a board charter which sets out: (a) the respective roles and responsibilities of the Board, the Chair 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. |
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| RECOMMENDATIONS (4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| 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 is available on the Company’s website at www.aml3d.com/investors. |
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| 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) Guidelines for the appointment and selection of the Board and senior executives are documented in the Company’s Nomination Committee Charter. This Charter 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 as a Director or a senior executive, or putting forward to security holders a candidate for election as a Director. In the event of an unsatisfactory check, Directors or senior executives are required to submit their resignation. The Board undertakes appropriate background checks and requires existing and potential directors and senior executives to provide evidence of their qualifications, police clearances and solvency checks. (b) 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. The Company provides all material information of a director eligible for election or re- election in the Notice of Meeting. |
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AML3D 2025 Corporate Governance Statement
| 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. Details of these agreements are disclosed in the FY25 Annual Report, which is available on the Company’s website at www.aml3d.com/investors. |
| 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: |
PARTIALLY | (a) 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 on the Company’s website at www.aml3d.com/investors. (b) 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. (c) The Board does not presently intend to set measurable gender diversity objectives. If it becomes necessary to appoint any new Directors or senior executives, the Board will consider the application of the measurable diversity objectives and determine 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 Company’s policy of appointing the best person for the job. |
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AML3D 2025 Corporate Governance Statement
| RECOMMENDATIONS (4TH EDITION) | COMPLY | EXPLANATION | |
|---|---|---|---|
| (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. 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. |
The respective proportions of men and women in the Company as at 30 June 2025 were as follows: Male Female Total no. Non-executive Directors 100% 0% 2 Senior Executives(KMPs) 100% 0% 4 Professional/Manager 86% 14% 7 Other Staff 91% 9% 22 For the purposes of the table above, ‘Senior Executives’ is defined as those executives classified as key management personnel (KMP) in the Annual Report at 30 June 2025, ie the Executive Director, Chief Financial Officer (CFO) and President of AML3D USA Inc (wholly owned subsidiary of AML3D Ltd). The figures in the table above reflect the headcount of personnel engaged as employees, excluding contractors. Not all personnel are engaged on a full time basis. The Company is not a “relevant employer” under the Workplace Gender Equality Act because it has fewer than 100 employees. |
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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 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 Board Charter, Nomination Committee Charter and Performance Evaluation Policy, which are available on the Company’s website at www.aml3d.com/investors. |
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AML3D 2025 Corporate Governance Statement
| RECOMMENDATIONS (4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| (b) The Company’s Performance Evaluation Policy requires the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company intends to complete performance evaluations in respect of the Board, its committees (if any) and individual Directors for each financial year in accordance with the above process. A review of the Board has been undertaken during FY25 during the reporting period to 30 June 2025. The Board intends to complete further performance evaluations during FY26. |
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| 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 Performance Evaluation Policy, Remuneration Committee Charter and Nomination Committee Charter, which are available on the Company’s website at www.aml3d.com/investors. |
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AML3D 2025 Corporate Governance Statement
| RECOMMENDATIONS (4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| (b) The Company’s Performance Evaluation Policy and Remuneration Committee Charter require the Company to disclose whether or not performance evaluations were conducted during the relevant reporting period. The Company intends to complete performance evaluations in respect of the senior executives (if any) for each financial year in accordance with the applicable processes. The Executive Directors’ performance in the FY25 periods were considered by the Board during the reporting period to 30 June 2025. A performance review of the senior executives has also been undertaken in FY25. |
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| 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 |
YES | (a) The Company has a Remuneration and Nomination Committee (the “Committee”) undertakes the role of the 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) In accordance with the Nomination Committee Charter, the Committee will address succession issues and ensure the Board has the appropriate balance of skills, experience, independence and knowledge to enable the members’ Committee to discharge its duties and responsibilities effectively: (i) devoting time at least annually to discuss Board succession issues and consider the mix of skills requried for the Board; and |
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AML3D 2025 Corporate Governance Statement
RECOMMENDATIONS (4[TH] EDITION)
COMPLY
(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.
Recommendation 2.2
A listed entity should have and disclose a Board skills matrix YES setting out the mix of skills that the Board currently has or is looking to achieve in its membership.
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EXPLANATION
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(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.
The Remuneration and Nomination Committee consists of three Directors Mr Noel Cornish (Committee Chairman), Mr Peter Siebels and Mr Andy Sales. The Directors’ qualifications and the individual attendances of the members at those meetings are included in the 2025 Annual Report. The Board has actively considered Board succession, reviewed the mix of skills required for the Board in the short- and medium-term and considered director recruitment for succession planning.
Under the Nomination Committee Charter, 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 Board Charter requires the disclosure of each Board member’s qualifications and expertise. Careful consideration was given to the optimal mix of skills and experience required of the current Board. Details as to each Director’s relevant skills and experience are available in the FY25 Annual Report available on the Company’s website at www.aml3d.com/investors.
Key skills and experience determined to be necessary for this stage of the Company’s development, and which are being met by the current Board, and when required supplemented by advisors, include:
• ASX-listed, public and private sector Chairman/director, leadership and executive experience;
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AML3D 2025 Corporate Governance Statement
| RECOMMENDATIONS (4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| • A range of professional skills including corporate, governance, technical, engineering, sales, risk management and finance/accounting/audit; • A mix of skills and experience including industry, manufacturing and operations, technology and domestic and international business development. The Board has the ability to address any identified current or anticipated skills gaps by using the advice of specialist consultants as required. A review of the Board’s matrix of director skills and experience was undertaken during FY25 in conjunction with strategic planning and succession planning. The Board has also actively considered Board succession, reviewed the mix of skills required for the Board in the short- and medium-term and considered director recruitment for succession planning. |
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| 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 Mr Noel Cornish and Mr Peter Siebels are independent directors. (b) Mr Ebert was appointed as Managing Director and as such is not considered to be independent as he is employed in an executive capacity by the Company. Details of his role and remuneration arrangements were disclosed in the FY25 Annual Report. Mr Ebert received performance- based remuneration in FY25. |
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AML3D 2025 Corporate Governance Statement
| RECOMMENDATIONS (4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| (c) Mr Andrew Sales is not considered to be independent as he is employed in an executive capacity by the Company and a substantial shareholder of the Company. (d) The length of service of each Director is disclosed in the Annual Report. |
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| 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. The Board currently comprises a total of four directors, of whom two are considered to be independent. Given the size of the Company and its operations, the Board considers the current Board has the mix of skills to discharge its obligations effectively and to add value and the ability to deal with new and emerging business and governance issues. However, the Board is actively considering Board succession and director recruitment. |
| 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 Board Charter provides that, where practical, the Chair of the Board should be an independent Director and should not be the CEO/Managing Director. Mr Noel Cornish is the Chairman of the Company and is an independent Director. He is not the CEO/Managing Director. |
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AML3D 2025 Corporate Governance Statement
| RECOMMENDATIONS (4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| 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 knowledge needed to perform their role as Directors effectively. |
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 procedures for Directors to ensure that they can effectively discharge their responsibilities. The Company Secretary is responsible for facilitating inductions and professional development including 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 | (a) The Company and its subsidiary are committed to deliver maximum shareholder value through profitable growth and the development of stable and sustainable projects whilst acting lawfully, ethically and responsibly. The Board, management and employees will pursue operational and commercial excellence by using best practice approaches in our decision-making process focusing on continuous development, accountability and teamwork in all aspects of our business. (b) The Company’s vision is: We utilise new technologies to pioneer and lead metal additive manufacturing globally. The Company’s mission statement is: We partner with our clients to enable them to become globally competitive. We do this by helping them establish Industry 4.0 capability through our additive manufacturing solutions using IOT Technology. (c) The Company’s values are set out in its Code of Conduct which is available on the Company’s website at www.aml3d.com/investors. They include: Integrity, Collaborative, Can Do, Team Focused, Creative. |
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AML3D 2025 Corporate Governance Statement
| RECOMMENDATIONS (4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| (d) All employees will be given appropriate training on the Company’s values and senior executives will continually reference such values. |
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| 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 is available on the Company’s website at www.aml3d.com/investors. Any material breaches of the Code of Conduct are to be 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 (a) 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 is available on the Company’s website at www.aml3d.com/investors. Any material breaches of the Whistleblower Protection Policy are to be reported to the Board or a committee of the Board. |
| 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 is available on the Company’s website at www.aml3d.com/investors. 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 |
PARTIALLY | (a) The Company has an Audit and Risk Committee. The Audit and Risk Committee Charter specifies the composition of the Committee. Ordinarily the Committee must comprise at least three members, all of whom must be non-executive Directors, and the majority of the Committee must be independent Directors. |
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AML3D 2025 Corporate Governance Statement
| RECOMMENDATIONS (4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| (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. |
In accordance with the Charter, the Committee must be chaired by an independent Director who is not the Chairman of the Board. The Audit and Risk Committee comprised two Independent Directors: Mr Peter Siebels, (Committee Chairman) and Mr Noel Cornish and one non- independent Executive Director, Mr Andy Sales. Due to the Company's size and nature, the Board considers that the current structure of the Audit and Risk Committee reflects a cost effective and practical approach to monitor and review risks affecting the Company’s business and operation. The current members of the Audit and Risk Committee, their relevant qualification and experience, the number of times the committee met during the financial year, and the individual attendances of the members, are disclosed in the Directors’ Report in the Annual Report. |
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| 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 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. |
YES | The Company’s Audit and Risk Committee Charter requires the CEO and CFO to provide a sign off on these terms. Declarations were made by the Managing Director/CEO and the CFO in respect of each of the financial reports approved during FY25 and to the date of this report. |
| Recommendation 4.3 | YES | To the extent that the information contained in the following is not audited or reviewed by an external auditor, the following processes are undertaken to verify the integrity of the information in periodic reports: |
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AML3D 2025 Corporate Governance Statement
| RECOMMENDATIONS (4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| 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. |
(a) The Company’s FY25 annual report, FY25 half-year report and FY25 preliminary final reports were reviewed internally by personnel including the Chief Financial Officer, CEO and Company Secretary, and verified against source information. These reports were submitted for external review by the Company’s Auditor in conjunction with the annual financial report. The reports are then subject to review by the Audit and Risk Committee before being recommended to the Board for approval. (b) The CEO and CFO provide a certification to the Board in respect of the preparation of each annual, preliminary final, half-year and quarterly report. (c) Similar processes were undertaken for the review of quarterly, half-year and preliminary final reports in FY25 and to the date of this report as for the annual report. (d) If there is any uncertainty regarding the materially accuracy of a corporate report, the Company will seek external advice or review of the document. Any errors or misleading information that may be published is corrected by the Company via a separate release as soon as the Company becomes aware of the error. |
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| Principle 5: Make timely and balanced 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 | (a) The Company has a written Continuous Disclosure policy. (b) The Continuous Disclosure policy is available on the Company’s website at www.aml3d.com/investors. |
| 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 | In accordance with the Company’s Continuous Disclosure Policy, the Company Secretary distributes to all members of the Board copies of all material market announcements, promptly after they have been made. |
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AML3D 2025 Corporate Governance Statement
| 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 investor or analyst presentations have been 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 on the Company’s website at www.aml3d.com and in the corporate governance charters and policies which can be found on the Investor page of 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 at www.aml3d.com/investors. The website also includes contact details for investor contact, including a ‘contact us’ form. Contact details are included on all ASX announcements and investor presentations. |
| 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. This information was included in the Notice of Meeting for the 2024 AGM. |
| 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 | All substantive resolutions at securityholder meetings will be decided by a poll rather than a show of hands. The 2025 Annual General Meeting will be conducted by a poll. |
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AML3D 2025 Corporate Governance Statement
| RECOMMENDATIONS (4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| 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 | All information provided to the ASX is posted immediately on the Investors page of the Company’s website at www.aml3d.com after release to ASX. The Company gives security holders the option to receive communications from, and send communications to, the entity and its security registry electronically. The Company publishes email contact details on the website and all ASX announcements. The Company’s website includes an online form for security holders to submit a query online. Shareholders are able to receive communications from the Company electronically via the Company’s share registry, Computershare Investor Services. |
| 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. |
PARTIALLY | (a) The Company has an Audit and Risk Committee. The Audit and Risk Committee Charter specifies the composition of the Committee. Ordinarily the Committee must comprise at least three members, all of whom must be non- executive Directors, and the majority of the Committee must be independent Directors. It was resolved by the Board that the Audit and Risk Committee Charter would be amended on an interim basis to reduce the minimum required membership from three to two independent non- executive Directors. A further review of the Charter will be undertaken following appointment of a new non- executive Director as part of succession planning. The Audit and Risk Committee comprises of two Independent Directors: Mr Peter Siebels (Committee Chairman) and Mr Noel Cornish and one non- independent Executive Director, Mr Andy Sales. Due to the Company's size and nature, the Board considers that the current structure of the Audit and Risk Committee reflects a cost effective and practical approach to monitor and review risks affecting the Company’s business and operation. |
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AML3D 2025 Corporate Governance Statement
| RECOMMENDATIONS (4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| The members of the Audit and Risk Committee, the number of times the committee met during the financial year, and the individual attendances of the members, are disclosed in the Directors’ Report in the Annual Report. |
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| 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 | (a) 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. (b) The Audit and Risk Committee Charter and the Risk Management Policy require the Company to disclose at least annually whether such a review of the Company’s risk management framework has taken place. A review of the Company’s risk management practices and documentation has been completed in the period up to the date of this statement. Risk workshops were undertaken with Directors and staff to identify emerging risks and review the existing risk registers. The corporate risk register was reviewed by the Audit and Risk Committee and Board, including consideration of appropriateness of risk controls within general risk appetite. Detailed reviews of elements of risk management including the Delegation of Authority and insurance covers have been undertaken by the Audit and Risk Committee and Board, Similarly, Finance and human resources policies including staff induction and training on policies have been developed and/or reviewed, overseen by the Audit and Risk Committee. The Audit and Risk Committee is also overseeing staff OH&S reports. The Audit and Risk Committee has received assurances in relation to OH&S accreditation audits being undertaken, leading to certification. |
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AML3D 2025 Corporate Governance Statement
| RECOMMENDATIONS (4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| 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 (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. |
YES | (a) The Audit and Risk Committee Charter provides for the Audit and Risk Committee to monitor and periodically review the need for an internal audit function, as well as assessing the performance and objectivity of any internal audit procedures that may be in place. (b) The Company does not have an internal audit function. The effectiveness of internal controls is the responsibility of the Managing Director/CEO and CFO, overseen by the Audit and Risk Committee. In addition, the external Auditor reports to the Audit and Risk Committee on irregularities (if any observed) and opportunities for areas of future focus for improvement. The Managing Director/CEO and CFO are required (for the Company’s quarterly report and interim and annual accounts) to assure the Board in writing that in their opinion the Company maintains a sound system of risk management and internal control which is operating effectively. The Audit and Risk Committee and/or Board will also review the risk management framework and risk register at least annually. |
| 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 Audit and Risk Committee Charter requires the Audit and Risk Committee (or, in its absence, the Board) to assist management to determine whether the Company has any potential or apparent exposure to environmental or social risks and, if it does, put in place management systems, practices and procedures to manage those risks. The Company’s Audit and Risk Committee Charter and Risk Management Policy require the Company to disclose whether it has any potential or apparent exposure to environmental or social risks and, if it does, put in place management systems, practices and procedures to manage those risk. |
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AML3D 2025 Corporate Governance Statement
| RECOMMENDATIONS (4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| Where the Company does not have material exposure to environmental or social risks, it will report the basis for that determination to the Board, and where appropriate benchmark the Company’s environmental or social risk profile against its peers. The Company will continue to disclose this information as part of its continuous disclosure obligations. Commentary on risks is included in the Directors’ Report in the Annual Report. |
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| Principle 8: Remunerate fairly and responsibly | ||
| Recommendation 8.1 The Board of a listed entity should: (a) have a remuneration 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 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. |
YES | (a) The Company has a Remuneration and Nomination Committee (‘Committee’) that undertakes the role of the Nomination Committee. The Company’s Remuneration Committee Charter provides for the creation of a Remuneration Committee (if it is considered it will benefit the Company), with at least three members, a majority of whom are be independent Directors, and which must be chaired by an independent Director. The duties of Remuneration and Nomination Committee include the following processes to set the level and composition of remuneration for Directors and senior executives and ensuring that such remuneration is appropriate and not excessive: (i) the Board devotes time at least annually at Board meetings to assess the level and composition of remuneration for Directors and senior executives; and (ii) the Board seeks advice from independent advisors as required for benchmarking remuneration. |
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AML3D 2025 Corporate Governance Statement
| RECOMMENDATIONS (4TH EDITION) | COMPLY | EXPLANATION |
|---|---|---|
| The Remuneration and Nomination Committee consists of three Directors Mr Noel Cornish (Committee Chairman), Mr Peter Siebels and Mr Andy Sales. Mr Noel Cornish and Mr Peter Siebels are independent Non-Executive Directors. The Directors’ qualifications and the individual attendances of the members at those meetings are included in the 2025 Annual Report. The Company’s Remuneration and Nomination Committee Charter is available on the Company’s website |
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| Recommendation 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. |
YES | The Company’s Remuneration Committee Charter requires the Board to disclose its policies and practices regarding the remuneration of Directors and senior executives. This is disclosed in the Remuneration Report contained in the Company’s Annual Report available on the Company’s website at www.aml3d.com/investors. |
| Recommendation 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. |
No | (a) The Company has two equity-based remuneration schemes in place, the Employee Incentive Securities Plan and the Performance Rights and Options Plan. While the Company’s Securities Trading Policy prohibits key management personnel from engaging in short term trading of the Company’s securities (except for the exercise of options where the shares will be sold shortly thereafter), the Company does not currently have a formal policy in place 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. The Board does not consider it necessary to adopt a formal policy on this at this stage in light of the small number of participants in the Company’s equity based remuneration schemes. (b) If the Board determines that such a policy is necessary and appropriate, a copy of the policy will be provided on the Company’s website. |
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AML3D 2025 Corporate Governance Statement