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MADER GROUP LIMITED Governance Information 2025

Aug 25, 2025

65288_rns_2025-08-25_75cce301-a93a-4416-a11f-eac649d48753.pdf

Governance Information

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Appendix 4G

CORPORATE GOVERNANCE STATEMENT MADER GROUP LIMITED ABN 51 159 340 397

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MADER GROUP LIMITED ACN 159 340 397 (Company)

CORPORATE GOVERNANCE STATEMENT

This Corporate Governance Statement ( Statement ) is current as at 25 August 2025 and has been approved by the Board of the Company.

This Corporate Governance Statement discloses the extent to which the Company followed the recommendations set by the ASX Corporate Governance Council in the Corporate Governance Principles and Recommendations (4[th] Edition) ( Recommendations ) throughout the financial year commencing on 1 July 2024 and to the date of this Corporate Governance Statement.

The Recommendations are not prescriptive, however, the Recommendations that have not been followed have been identified and reasons provided for not following them along with what (if any) alternative governance practices the Company adopted in lieu of the Recommendation. With the exception of the departures detailed in this Statement, the corporate governance practices of the Company during the reporting period were in accordance with the Recommendations.

The Company’s governance-related documents can be found on the Company's website https://www.madergroup.com.au/investors/corporate-governance/

2 MADER GROUP LIMITED CORPORATE GOVERNANCE STATEMENT

COMPLY EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
(a)
A listed entity should have and disclose
a board charter which sets out the
respective 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.
YES The Company has adopted a Board Charter that
sets out the specific roles and responsibilities
of the Board, the Chair and management and
those matters expressly reserved to the Board
and those delegated to management.
The Board Charter sets out the specific
responsibilities of the Board, requirements as to
the Board’s composition, the roles and
responsibilities of the Chair, CEO and Company
Secretary, the establishment, operation and
management of Board Committees, setting and
overseeing the implementation of the strategic
objectives, approving budgets and major capital
expenditure including new investments and
acquisitions,
and
monitoring
financial
performance, records and information, details
of the Board’s relationship with management,
the responsibilities of 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.
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
(a)
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)
The
Company
has
adopted
a
Procedures
for
Selection
and
Appointment of Directors Policy to
ensure that appropriate checks are
undertaken before appointing a person
as a Director.
(b)
Pursuant
to
the
Procedures
for
Selection
and
Appointment
of
Directors, the Company will ensure all
material information relevant to a
decision on whether or not to elect or
re-elect a Director is provided to
security holders.
A copy of the Company’s Procedures for
Selection and Appointment of Directors Policy
is available on the Company’s website.
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 written agreements with
each of its current Directors and senior
executives.
Recommendation 1.4
The Company Secretary of a listed entity should
be accountable directly to the Board, through the
Chair, on all matters to do with the proper
functioning of the Board.
YES The
Board
Charter
outlines
the
roles,
responsibilities 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.

3 MADER GROUP LIMITED CORPORATE GOVERNANCE STATEMENT

COMPLY EXPLANATION
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:
(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.
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.
(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 Company has not to date set
measurable
gender
diversity
objectives.
Notwithstanding,
the
Company is cognisant of the benefits
of diversity, including gender, and
strives to employ the best person for
the job in all instances, regardless of
gender.
The respective proportions of women
on the Board and other positions
throughout the organisation are:
Board - 0%
Senior Management - 11%
Management - 26%
Office Personnel - 57%
Other Employees - 3%
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
YES (a)
The Company’s Remuneration and
Nomination Committee 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 Performance Evaluation Policy
which is available on the Company’s
website.

4 MADER GROUP LIMITED CORPORATE GOVERNANCE STATEMENT

COMPLY EXPLANATION
(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.
(b)
The Company’s Remuneration and
Nomination Committee requires the
Company to disclose whether or not
performance
evaluations
were
conducted
during
the
relevant
reporting
period.
The
Company
undertook
a
formal
performance
evaluation in respect of the Board for
the financial year in accordance with
the above process.
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 Remuneration and
Nomination Committee is responsible
for evaluating the performance 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
process
for
undertaking
these
evaluations is set out in the Company’s
Performance
Evaluation
Practices
policy, which is available on the
Company’s website.
(b)
An evaluation of senior executives took
place in the financial year and was in
accordance with the process outlined
in
the
Company’s
Performance
Evaluation
Practices
policy.
An
evaluation of the Executive Chair role
was conducted as part of the formal
board
evaluation
(refer
to
Recommendation
1.6
above).
The
CEO/Executive Director’s performance
objectives
are
aligned
with
the
Company’s performance objectives
and are set by the Board based on
qualitative and quantitative measures.
The
CEO/Executive
Director’s
performance against these objectives
is reviewed annually by the Board and
is reflected in the CEO/Executive
Director’s remuneration structure.
Principle 2: Structure the Board to be effective and add value

5 MADER GROUP LIMITED CORPORATE GOVERNANCE STATEMENT

COMPLY EXPLANATION Recommendation 2.1 PARTIALLY (a) The Board has established a The Board of a listed entity should: Remuneration and Nomination Committee, membership of which (a) have a nomination committee which: currently comprises the full Board. The (i) has at least three members, a Company’s Remuneration and majority of whom are Nomination Committee is chaired by Mr independent Directors; and Craig Burton and although its (ii) is chaired by an independent membership does not currently Director, comprise a majority of independent and disclose: Directors, the Board has formed the view that the current membership of (iii) the charter of the committee; the Committee is appropriate for the (iv) the members of the Company at its current stage. The committee; and Board will continue to review this on an (v) as at the end of each reporting ongoing basis. period, the number of times the committee met The Board has adopted a Remuneration throughout the period and the and Nomination Committee Charter individual attendances of the which describes the role, composition, members at those meetings; functions and responsibilities of the or Committee and is disclosed on the (b) if it does not have a nomination Company’s website.

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.

Details of the members, number of and Director attendance at Remuneration and Nomination Committee meetings during the reporting period are set out in a table in the Directors’ Report in the Company’s 2025 Annual Report.

The Company has sought to have a Board which brings a mix of skills to the Company’s leadership. The Board has established a formal board skills matrix which identifies a mix of skills the Board should collectively hold across its membership including leadership, ASX, industry, financial, strategic, risk management, legal and compliance, OH&S, ESG, investor relations, marketing, people & culture and IT experience.

Recommendation 2.2

YES

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.

The Board undertakes an evaluation of the Board skills matrix on an annual basis to ensure that the Directors collectively have the skills and experience needed to execute the Company’s business strategy and to identify any gaps in the skills and experience of the Board. The Board will then assess all future candidates for Board positions and the performance of its current membership on this basis, as well as the diversity background of such candidate.

Full details as to each Director and senior executive’s relevant skills and experience are available in the Company’s 2025 Annual Report.

6 MADER GROUP LIMITED CORPORATE GOVERNANCE STATEMENT

COMPLY EXPLANATION
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 Company discloses
those Directors it considers to be
independent in its 2025 Annual Report
and on the Company’s website. The
Board does not currently have an
independent Director. The Company
does not consider Messrs Luke Mader
and Craig Burton to be independent
because they are each a significant
shareholder of the Company (either
directly or through controlled entities).
Mr Mader is also the Executive
Chairman and founder of the Company.
Messrs Justin Nuich and Patrick
Conway are not considered to be
independent
as
they
are
both
Executive Directors of the Company,
with Mr Nuich also being the Chief
Executive Officer.
(b) Not applicable.
(c) The length of service of each Director,
as at the end of the financial year is:
Luke Mader – appointed 04/07/12
Justin Nuich – appointed 01/01/19
Patrick Conway – appointed 08/11/18
Craig Burton – appointed 06/07/12
Recommendation 2.4
A majority of the Board of a listed entity should
be independent Directors.
NO The Board does not comprise a majority of
independent Directors. The current Board is
comprised of four Directors, none of whom are
independent, as outlined in Recommendation
2.3 above. The Board considers the industry,
operations and technical experience the
executive Directors Messrs Nuich, Mader and
Conway and the commercial experience Non-
executive Director Mr Burton brings will assist
the Company in meeting its corporate
objectives and the Board composition is
suitable at the Company’s current stage,
despite these Directors not being considered
independent. This will continue to be reviewed
as the Company develops.
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.
NO 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 Luke Mader is the Executive Chairman and
is not an independent Director. Mr Mader is not
the CEO/Managing Director.
Recommendation 2.6 YES In accordance with the Company’s Board
Induction and Professional Development Policy,
when appointed to the Board, a new director will
receive an induction appropriate to their

7 MADER GROUP LIMITED CORPORATE GOVERNANCE STATEMENT

COMPLY EXPLANATION
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.
experience. Directors are also entitled to
undertake
appropriate
professional
development opportunities to develop and
maintain the skills and knowledge needed to
perform their roles as Directors effectively.
The Company has a program for inducting new
Directors
and
providing
appropriate
professional development opportunities for
Directors to develop and maintain the skills and
knowledge needed to perform their role as
Directors effectively.
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 is committed to conducting all of
its business activities fairly, honestly with a
high level of integrity, and in compliance with all
applicable laws, rules and regulations. The
Board, management and employees are
dedicated to high ethical standards and
recognise
and
support
the
Company’s
commitment
to
compliance
with
these
standards.
The Company’s values are set out in its Code of
Conduct and are available on the Company’s
website.
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 has a Corporate Code of
Conduct
which
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. Any material breaches of the
Corporate
Code
of
Conduct
are
required to be reported to the Board by
the Company Secretary and/or a
senior executive.
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 Whistleblower Protection
Policy which is available on the Company’s
website. In accordance with the Whistleblower
Protection Policy, the Company Secretary will
provide a summary of any incidents to the
Board and/or the Audit and Risk Committee.
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 (a)
The Company has an Anti-Bribery and
Anti-Corruption
Policy
which
is
available on the Company’s website.
(b)
Material breaches of the policy will be
reported to the Board.

8 MADER GROUP LIMITED CORPORATE GOVERNANCE STATEMENT

COMPLY EXPLANATION
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1
The Board of a listed entity should:
(a)
have an audit committee which:
(i)
has at least three members, all
of whom are non-executive
Directors and a majority of
whom
are
independent
Directors; and
(ii)
is chaired by an independent
Director, who is not the Chair
of the Board,
and disclose:
(iii)
the charter of the committee;
(iv)
the relevant qualifications and
experience of the members of
the committee; and
(v)
in relation to each reporting
period, the number of times
the
committee
met
throughout the period and the
individual attendances of the
members at those meetings;
or
(b)
if it does not have an audit committee,
disclose that fact and the processes it
employs that independently verify and
safeguard the integrity of its corporate
reporting, including the processes for
the appointment and removal of the
external auditor and the rotation of the
audit engagement partner.
PARTIALLY (a) The Board has established an Audit and
Risk Committee, membership of which
currently comprises the full Board. The
Company’s Audit and Risk Committee
is chaired by Executive Director, Mr
Patrick Conway. Mr Conway is not
considered an independent Director as
he holds an executive role. Although
membership of the Committee does
not currently comprise a majority of
independent Directors, the Board has
formed the view that the current
membership of the Committee is
appropriate for the Company at its
current stage. The Board will continue
to review this on an ongoing basis.
The Board has adopted an Audit and
Risk
Committee
Charter
which
describes
the
role,
composition,
functions and responsibilities of the
Committee and is disclosed on the
Company’s website.
Details of the relevant qualifications
and experience of the members and
number of and Director attendance at
Audit and Risk Committee meetings
during the reporting period are set out
in
the
Directors’
Report
in
the
Company’s 2025 Annual Report.
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 (or, if none,
the person(s) fulfilling those functions) to
provide a sign off on the required declaration for
financial statements.
The Board ensures that before it approved the
Company’s financial statements for a financial
period, it receives declarations that the financial
records 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 Company and that the
opinion has been formed on the basis of a
sound system of risk management and internal
control which is operating effectively.
Recommendation 4.3
A listed entity should disclose its process to verify
the integrity of any periodic corporate report it
releases to the market that is not audited or
reviewed by an external auditor.
YES The
Company
undertakes
the
following
process to verify the integrity of the
information in periodic corporate reports (to the
extent that the information contained in the
reports are not audited or reviewed by an
external auditor):

9 MADER GROUP LIMITED CORPORATE GOVERNANCE STATEMENT

COMPLY EXPLANATION
(i) All periodic corporate reports are
initially prepared by the Company’s
accounting team;
(ii) Draft periodic corporate reports are
initially reviewed by the CEO and
Executive Director;
(iii) Following CEO and Executive Director’s
review, the Company’s other Directors
review the draft periodic corporate
reports and are able to interrogate the
management on the content of periodic
corporate reports;
(iv) The Board receives declarations from
the CEO and CFO that the financial
records of the Company 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
Company and that the opinion has been
formed on the basis of a sound system
of risk management and internal
control which is operating effectively.
Pursuant to the Board Charter, all Directors
have the ability to seek external advice on the
content of periodic corporate reports, if
considered necessary.
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 The Company has a Continuous Disclosure
Policy, which is available on the Company’s
website.
Recommendation 5.2
A listed entity should ensure that its board
receives
copies
of
all
material
market
announcements promptly after they have been
made.
YES Pursuant to
the Company’s
Continuous
Disclosure Policy, all members of the Board
receive
material
market
announcements
promptly after they have been made.
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 will be released on the ASX
Market 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.

10 MADER GROUP LIMITED CORPORATE GOVERNANCE STATEMENT

COMPLY EXPLANATION
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.
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
via its Notice of Meeting made available to all
shareholders.
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.
Recommendation 6.5
A listed entity should give security holders the
option to receive communications from, and send
communications to, the entity and its security
registry electronically.
YES The Shareholder Communication Strategy
provides that security holders can register with
the Company to receive email notifications
when an announcement is made by the
Company to the ASX, including the release of
annual reports, half yearly reports and quarterly
reports. Links are made available to the
Company’s website on which all information
provided to the ASX is immediately posted.
Shareholders’ queries should be referred to the
Company Secretary at first instance.
Principle 7: Recognise and manage risk
Recommendation 7.1
The Board of a listed entity should:
(a)
have a committee or committees to
oversee risk, each of which:
(i)
has at least three members, a
majority
of
whom
are
independent Directors; and
(ii)
is chaired by an independent
Director,
and disclose:
(iii)
the charter of the committee;
(iv)
the
members
of
the
committee; and
(v)
as at the end of each reporting
period, the number of times
the
committee
met
throughout the period and the
individual attendances of the
members at those meetings;
or
PARTIALLY (a) The Board has established an Audit and
Risk Committee, membership of which
currently comprises the full Board. The
Company’s Audit and Risk Committee
is chaired by Executive Director, Mr
Patrick Conway. Mr Conway is not
considered an independent Director as
he holds an executive role. Although
membership of the Committee does
not currently comprise a majority of
independent Directors, the Board has
formed the view that the current
membership of the Committee is
appropriate for the Company. The
Board will continue to review this on an
ongoing basis.
Details of the relevant qualifications
and experience of the members and
number of and Director attendance at
Audit and Risk Committee meetings
during the reporting period are set out
in
the
Directors’
Report
in
the
Company’s 2025 Annual Report.

11 MADER GROUP LIMITED CORPORATE GOVERNANCE STATEMENT

COMPLY EXPLANATION
(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.
The Board has adopted an Audit and
Risk
Committee
Charter
which
describes
the
role,
composition,
functions and responsibilities of the
Committee and is disclosed on the
Company’s website.
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.
(a) The
Company’s
Audit
and
Risk
Committee
Charter
requires
the
Company to disclose at least annually
whether
such
a
review
of
the
Company’s
risk
management
framework has taken place. The Board
reviews
the
Company’s
risk
management
framework
at
least
annually to satisfy itself that it
continues to be sound, to determine
whether there have been any changes
in the material business risks the
Company faces and to ensure that the
Company is operating within the risk
appetite set by the Board. The Audit
and Risk Committee carried out these
reviews during the reporting period.
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 Board considers the
processes employed pursuant to the
Audit and Risk Committee Charter and
Risk Management Policy are sufficient
for
evaluating
and
continually
improving the effectiveness of its risk
management
and
internal
control
processes
given
the
size
and
complexity of the current business.

12 MADER GROUP LIMITED CORPORATE GOVERNANCE STATEMENT

COMPLY EXPLANATION
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 requires 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
risks.
The Company reported no material exposure to
environmental or social risks in its 2025 Annual
Report.
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.
PARTIALLY (a) The
Board
has
established
a
Remuneration
and
Nomination
Committee, membership of which
currently comprises the full Board. The
Company’s
Remuneration
and
Nomination Committee is chaired by Mr
Craig
Burton
and
although
its
membership
does
not
currently
comprise a majority of independent
Directors, the Board has formed the
view that the current membership of
the Committee is appropriate for the
Company at its current stage. The
Board will continue to review this on an
ongoing basis.
The Board has adopted a Remuneration
and Nomination Committee Charter
which describes the role, composition,
functions and responsibilities of the
Committee and is disclosed on the
Company’s website.
Details of the members, number of and
Director attendance at Remuneration
and Nomination Committee meetings
during the reporting period are set out
in a table in the Directors’ Report in the
Company’s 2025 Annual Report.
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 and Nomination
Committee Charter requires the Board to
disclose its policies and practices regarding the
remuneration
of
Directors
and
senior
executives,
which
is
disclosed
in
the
remuneration
report
contained
in
the
Company’s 2025 Annual Report.

13 MADER GROUP LIMITED CORPORATE GOVERNANCE STATEMENT

COMPLY EXPLANATION
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.
YES The
Company
has
an
equity-based
remuneration scheme, the Equity Incentive
Plan, which was last approved by shareholders
at the 2023 Annual General Meeting. The
Company’s Securities Trading Policy prohibits
Key Management Personnel from entering into
transactions or arrangements which limit the
economic risk of participating in unvested
entitlements or vested entitlements that
remain under trading lock, under any equity-
based remuneration scheme. The Securities
Trading Policy is available on the Company’s
website.
**Additional recommendations that apply only in certain cases **
Recommendation 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.
N/A
Recommendation 9.2
A listed entity established outside Australia
should ensure that meetings of security holders
are held at a reasonable place and time.
N/A
Recommendation 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.
N/A

14 MADER GROUP LIMITED CORPORATE GOVERNANCE STATEMENT