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RUMBLE RESOURCES LIMITED Governance Information 2025

Sep 29, 2025

65736_rns_2025-09-29_994f01c9-f069-4d5c-a30d-25ba52e93639.pdf

Governance Information

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RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2025

This Corporate Governance Statement is current as at 30 September 2025 and has been approved by the Board of the Company on that date.

This Corporate Governance Statement discloses the extent to which the Company has, as at 30 June 2025 followed the recommendations set by the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations ( Recommendations ). The Recommendations are not mandatory, however the Recommendations that have not been followed for any part of the reporting period have been identified and reasons provided for not following them along with what (if any) alternative governance practices were adopted in lieu of the recommendation during that period.

The Company’s Corporate Governance Plan is available on the Company’s website at:

- https://rumbleresources.com.au/corporate/corporate governance/

CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
COMPLY
(Yes/No)
EXPLANATION
1. Lay solid foundations for management and oversight
1.1 Companies should have and disclose a
board charter:
(a)
the
respective
roles
and
responsibilities of its board and
management; and
(b)
those matters expressly reserved to
the Board and those delegated to
management.
Yes The Company has adopted a Board Charter that sets out
the specific roles and responsibilities of the Board of
Directors (Board), the Chair and management and
includes a description of those matters expressly reserved
to the Board and those delegated to management.
The Board Charter sets out the specific responsibilities of
the Board, requirements as to the Board’s composition, the
roles and responsibilities of the Chairman and Company
Secretary, the establishment, operation and management
of Board Committees, Directors’ access to Company
records and information, details of the Board’s relationship
with management, details of the Board’s performance
review and details of the Board’s disclosure policy.
A copy of the Company’s Board Charter, which is part of
the Company’s Corporate Governance Plan, is available
on the Company’s website.
1.2 Companies should:
(a)
undertake
appropriate
checks
before appointing a person, or
putting forward to security holders a
candidate
for
election,
as
a
Director; and
(b)
provide security holders with all
material
information
in
its
possession relevant to a decision
on whether or not to elect or re-elect
a Director.
Yes The Company has guidelines for the appointment and
selection of the Board in its Corporate Governance Plan.
The
Company’s
Remuneration
and
Nomination
Committee
Charter
(in
the
Company’s
Corporate
Governance Plan) requires the Nomination Committee (or,
in its absence, the Board) to ensure appropriate checks
(including checks in respect of character, experience,
education, criminal record and bankruptcy history as
appropriate) are undertaken before appointing a person or
putting forward to security holders a candidate for election,
as a Director.
Under the Remuneration and Nomination Committee
Charter, all material information relevant to a decision on

1

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2025

CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
COMPLY
(Yes/No)
EXPLANATION EXPLANATION EXPLANATION
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.
Information in respect to each Directors experience and
qualifications are outlined in the Annual Report. Directors
will be put forward for re-election at the Company’s Annual
General Meeting.
1.3 Companies
should
have
a
written
agreement with each Director and senior
executive setting out the terms of their
appointment.
Yes Detailed in the Board Charter the Company requires each
Director and senior executive to execute a written
agreement setting out the terms of their appointment.
The Company has written agreements with each of its
Directors and executive service agreements with key
management personnel.
1.4 The
company
secretary
should
be
accountable directly to the Board, through
the chair, on all matters to do with the proper
functioning of the Board.
Partially The Board Charter outlines the roles, responsibility and
accountability of the Company Secretary.
The Company Secretary is accountable directly to the
Board on all matters to do with the proper functioning of
the Board as the Company does not currently have a chair.
1.5 Companies should:
(a)
have a diversity policy which
includes requirements for the Board
or a relevant committee of the
Board to set measurable objectives
for achieving gender diversity and
to
assess
annually
both
the
objectives and the entity’s progress
in achieving them;
(b)
disclose that policy or a summary of
it; and
(c)
disclose as at the end of each
reporting period the measurable
objectives for achieving gender
diversity set by the Board or a
relevant committee of the Board in
accordance
with
the
entity’s
diversity policy and its progress
towards achieving them and either:
(1)
the respective proportions of
men and women on the Board,
in senior executive positions
and
across
the
whole
organisation (including how the
entity
has
defined
“senior
Yes The Company has adopted a Diversity Policy which
provides a framework for the Company to establish and
achieve measurable diversity objectives, including in
respect of gender diversity. The Diversity Policy allows the
Board to set measurable gender diversity objectives if
considered appropriate, and to assess annually both the
objectives if any have been set and the Company’s
progress in achieving them.
The Diversity Policy is available, as part of the Corporate
Governance Plan, on the Company’s website.
The respective proportions of men and women on the
Board, key management personnel and across the whole
organisation is outlined below:
The respective proportions of men and w
Board, key management personnel and acro
organisation is outlined below:
Male Female
Directors 100% -
Senior executives 100% -
Other employees 75% 25%

2

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2025

CORPORATE GOVERNANCE PRINCIPLES COMPLY EXPLANATION AND RECOMMENDATIONS (Yes/No)

executive” for these purposes); or

  • (2) 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.

  • 1.6 Companies should: Yes

  • (a) have and disclose a process for periodically evaluating the performance of the Board, its committees; 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.

The Board is responsible for evaluating the performance of the Board, its committees and individual Directors and senior executives on an annual basis. It may do so with the aid of an independent advisor. The process for this is set out in the Company’s Board Charter as well as the Company’s Remuneration and Nomination Committee Charter, and the Board Performance Evaluation Policy which is available on the Company’s website.

The Board should ensure that an evaluation of the Board, its committees and individual directors is undertaken in accordance with the Board Charter in future years. The Company will provide details as to its compliance with these recommendations in its future annual reports.

During the financial year 2025, the Board in accordance with its Board Charter, the Remuneration Committee Charter and Performance Evaluation Policy did not complete a formal performance review and evaluation. Rather, the Board conducted regular, informal reviews and ongoing evaluation of Board and key management personnel performance, and evaluation of key remuneration, structure and composition metrics.

1.7 Companies should: Companies should: Yes Under the Board Charter, the Board (with the advice and
assistance
of
the
Remuneration
and
Nomination
(a) have and disclose a process for Committee (once established) is responsible for reviewing
periodically
performance
executives; and
evaluating
of
its
the
senior
and approving the performance of the members of the
executive leadership team.
(b) disclose,
in
relation
to
each
reporting
period,
whether
a
The Board should ensure that an evaluation of the
members of its executive leadership team is undertaken in
performance evaluation was accordance with the Board Charter in future years and
undertaken in the reporting period should make disclosure as to whether the performance
in accordance with that process. evaluation was undertaken in the reporting period.
The Company also has a Board Performance Evaluation
Policy which is available on the Company’s website.
During financial year 2025, the Board in accordance with
its Board Charter, the Remuneration Committee Charter

3

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2025

CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
COMPLY
(Yes/No)
EXPLANATION
and Performance Evaluation Policy did complete a formal
review of senior executives.
2. Structure the board to add value
2.1 The Board 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.
Yes The Board established a separate Remuneration and
Nomination Committee during the financial year.
The Board has a Remuneration and Nomination
Committee Charter which describes the role, composition,
functions and responsibilities of the Remuneration and
Nomination Committee.
A copy of the Remuneration and Nomination Committee
Charter is available on the Company’s website.
The number of times the Board meets during a reporting
period is detailed in the Company’s Annual Report to
shareholders.
2.2 Companies should have and disclose a
board skills matrix setting out the mix of
skills and diversity that the Board currently
has or is looking to achieve in its
membership.
Yes The
Company's
Board
in
accordance
with
the
Remuneration and Nomination Committee Charter is
responsible for regularly reviewing the size, composition
and skills of the Board to ensure that the Board is able to
discharge its duties and responsibilities effectively and to
identify any gaps in the skills or experience of the Board.
Per the Company’s Board Charter, the Company should
disclose details of any board skills matrix it adopts.

4

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2025

CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
COMPLY
(Yes/No)
EXPLANATION
The Company has reviewed the skills, experience and
expertise of each of its Directors across the following
categories:
Finance, Industry, Investor/Public Relations, Health,
Safety/Environment, Legal, Risk & Compliance, Corporate
Governance and Strategy.
The Board following review of the matrix have not identified
any material weakness in the Board’s ability to discharge
its duties and responsibilities effectively.
2.3 Companies should disclose:
(a)
the
names
of
the
directors
considered by the Board to be
independent directors;
(b)
if a Director has an interest,
position, association or relationship
of the type described in Box 2.3 but
the Board is of the opinion that it
does
not
compromise
the
independence of the Director, the
nature of the interest, position,
association
or
relationship
in
question and an explanation of why
the Board is of that opinion; and
(c)
the length of service of each
Director.
Yes The Company should assess the independence of its
directors against the requirements for independence in the
Board Charter which should reflect the independence
criteria detailed in the ASX Corporate Governance
Principles.
Director independence should initially be assessed upon
each director's appointment and reviewed each year, or as
required when a new personal interest or conflict of interest
is disclosed. Directors should disclose all actual or
potential conflicts of interest on an ongoing basis.
The Board currently consists of five directors, with three of
the Non-Executive Directors considered to be independent
directors (Mr Matthew Banks, Mr Michael Smith and Mr
Geoff Jones).
The
Company’s
annual
report
will
disclose
the
independence of each Director as well as the length of
service of each Director, as at the end of the financial year.
2.4 A majority of the Board should be
independent directors.
Yes The Board Charter requires that, where practical, the
majority of the Board be comprised of independent
directors.
The Board has considered independence and for the
financial year ended 30 June 2025, three out of the five
Directors are considered independent.
2.5 The chair of the Board should be an
independent director and, in particular,
should not be the same person as the CEO.
No The Board should appoint a chair that is independent as
outlined in the Board Charter.
At this time, the Board believes that given the history of the
Company and its current position and size, it is not
practical at this stage to have an independent chair of the
Board. The Board takes the view that in the interest of
shareholders, they are best served with the present
composition of the Board and have resolved that the

5

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2025

CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
COMPLY
(Yes/No)
EXPLANATION
situation will be monitored as the operations of the
Company evolve and opportunities arise.
2.6 Companies should have a program for
inducting
new
Directors
and
provide
appropriate
professional
development
opportunities for Directors to develop and
maintain the skills and knowledge needed to
perform their role as Directors effectively.
Yes Upon appointment, new Directors will be subject to
relevant induction procedures to provide the incoming
individual with sufficient knowledge of the entity and its
operating environment to enable them to fulfil their role
effectively.
In accordance with the Company’s Board Charter and the
Remuneration and Nomination Committee Charter, 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.
3 Act ethically and responsibly
3.1 A listed entity should articulate and disclose
its values.
Yes The Board has articulated and disclosed its Statement of
Values in accordance with Recommendation 3.1, as
disclosed
on
the
Company's
website
at
https://rumbleresources.com.au/corporate/corporate-
governance/
3.2 Companies should:
(a)
have 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 The Company’s Corporate Code of Conduct applies to the
Company’s Directors, senior executives and employees.
Any material breaches should be disclosed to the Board.
The Company’s Corporate Code of Conduct (which forms
part of the Company’s Corporate Governance Plan) is
available on the Company’s website.
3.3 A listed entity should:
(a)
have and disclose a whistle blower
policy; and
(b)
ensure
that
the
Board
or
a
committee of the Board is informed
of any material incidents reported
under that policy.
Yes The Company’s Whistle Blower Policy (which forms part of
the Company’s Corporate Governance Plan) is available
on the Company’s website.
Any material breaches should be disclosed to the Board or
to the Audit and Risk Committee (once established).

6

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2025

CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
COMPLY
(Yes/No)
EXPLANATION
3.4 A listed entity should:
(a)
have and disclose an anti-bribery
and corruption policy; and
(b)
ensure
that
the
Board
or
a
committee of the Board is informed
of any material breaches of that
policy.
Yes The Company’s Anti-Corruption and Anti-Bribery Policy
(which
forms
part
of
the
Company’s
Corporate
Governance Plan) is available on the Company’s website.
Any material breaches should be disclosed to the Board or
to the Audit and Risk Committee (once established).
4 Safeguard integrity in corporate reporting
4.1 The Board 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.
Yes At this time, the Board has not established a separate
Audit Committee due to the Company’s current position
and size.
The Board has however adopted an Audit and Risk
Committee Charter which describes the role, composition,
functions and responsibilities of the Audit and Risk
Committee. Until such time that a separate committee is
established, the Board remains responsible for such
matters
and
will
discharge
its
responsibilities
in
accordance with the Audit and Risk Committee Charter (to
the extent practicable). The Board is of the view that the
experience and professionalism of the persons on the
Board are sufficient to ensure that all significant financial
reporting matters are appropriately addressed and
actioned.
A copy of the Audit and Risk Committee Charter is
available on the Company’s website.
The number of times the Board meets during a reporting
period is detailed in the Company’s Annual Report to
shareholders.
4.2 The Board should, before it approves the
entity’s financial statements for a financial
period, receive from its CEO and CFO a
Yes The Company’s Board Charter requires the CEO and CFO
to provide a sign off on these terms.

7

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2025

CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
COMPLY
(Yes/No)
EXPLANATION
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.
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 Under the Board’s Charter, the Board, with the assistance
of the Risk and Audit Committee (once established) should
ensure that there is a process to verify the integrity of any
periodic report it releases to the market that is not audited
or reviewed by an external auditor. The Board should be
responsible under the Charter for the disclosure of this
process to the market for the benefit of investors.
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.
Yes The Company should be committed to taking a proactive
approach to continuous disclosure and creating a culture
within the Company that promotes and facilitates
compliance with the Company's continuous disclosure
obligations.
The Company has adopted a written policy to ensure
compliance with their ASX Listing Rule disclosure
obligations. A copy of the Company's Continuous
Disclosure Policy is available on the Company’s website.
5.2 A listed entity should ensure that its Board
receives copies of all material market
announcements promptly after they have
been made.
Yes The Company should ensure, as part of its Continuous
Disclosure Policy, that there is a nominated person
responsible for the delivery of all material market
announcements to the Board after they have been made.
It is the Company Secretary’s responsibility under the
Company’s Continuous Disclosure Policy.
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 The Company’s Continuous Disclosure Policy should
ensure that the Company makes timely disclosure of any
presentation to new and substantive investors or analysts
irrespective of whether the information contained in it is
material. This is to ensure the equality of information
among investors.

8

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2025

CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
COMPLY
(Yes/No)
EXPLANATION
It is the Company Secretary’s responsibility under the
Company’s Continuous Disclosure Policy.
6 Respect the rights of security holders
6.1 Companies should provide information
about itself and its governance to investors
via its website.
Yes The Company’s websitehttps://rumbleresources.com.au/
provides information about the Company including
information relevant to investors including the Company’s
Corporate
Governance
Plan,
Constitution,
ASX
Announcements,
Financial
Report
and
Directors/Management.
6.2 Companies should design and implement
an investor relations program to facilitate
effective
two-way
communication
with
investors.
Yes The
Company
has
adopted
a
Shareholder
Communications Policy which aims to promote and
facilitate effective two-way communication with investors.
The Policy outlines a range of ways in which information is
communicated to shareholders and is available on the
Company’s website as part of the Company’s Corporate
Governance Plan.
Investors are encouraged to attend the Company’s
security holder meetings, and are able to contact the
Company’s management by email at
[email protected]
6.3 Companies should disclose the policies and
processes it has in place to facilitate and
encourage participation at meetings of
security holders.
Yes Shareholders are encouraged to participate at all general
meetings and AGMs of the Company. Refer to the
Company’s Shareholder Communications Policy available
on the Company’s website as part of the Company’s
Corporate Governance Plan.
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 As part of the Shareholder Communications Policy, the
Company should ensure that all substantive resolutions at
a meeting of security holders are decided by poll rather
than by hand. This should be the responsibility of the
person chairing the meeting to ensure certainty. As per the
policy all resolutions put to meetings since the adoption of
this policy have been decided via poll.
6.5 Companies should give security holders the
option to receive communications from, and
send communications to, the entity and its
security registry electronically.
Yes The Company’s share register is currently maintained by
Automic Registry Services. Shareholders have the option
of receiving shareholder communications from the
Company and Automic electronically, unless an original
signature or documents are required.
Shareholders can register on the Company’s website to
receive email notifications when an announcement is
made by the Company to the ASX, including the release of

9

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2025

CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
COMPLY
(Yes/No)
EXPLANATION
the Annual Report, half yearly reports and quarterly
reports.
7 Recognise and manage risk
7.1 Companies 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.
Yes At this time, the Board has not established a separate
Audit and Risk Committee due to the Company’s current
position and size.
The Board has however adopted an Audit and Risk
Committee Charter which describes the role, composition,
functions and responsibilities of the Audit and Risk
Committee. Until such time that a separate committee is
established, the Board remains responsible for such
matters
and
will
discharge
its
responsibilities
in
accordance with the Audit and Risk Committee Charter (to
the extent practicable).
In conjunction with the other corporate governance
policies, the Company has adopted a Risk Management
Policy which is designed to assist the Company to identify,
assess, monitor and manage its business risk, including
any material changes to its risk profile. At this time, the
Board is responsible for ensuring that the Company
maintains effective risk management and internal control
systems and processes.
A copy of the Audit and Risk Committee Charter and the
Company’s Risk Management Policy is available on the
Company’s website.
The number of times the Board meets during a reporting
period is detailed in the Company’s Annual Report to
shareholders.
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
(b)
disclose,
in
relation
to
each
reporting period, whether such a
review has taken place.
Yes The Audit and Risk Committee Charter and Risk
Management Policy 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. This
normally occurs in conjunction with the strategic planning
process and the Company discloses in each reporting
period that such a review has taken place. The Board
undertakes a quarterly review of those areas of risk
identified.
The Board did not complete a formal risk assessment
framework review during the period ended 30 June 2025,
however the Board of Directors review the key risks facing
the Company on an ongoing basis. Operational risk

10

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2025

CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
COMPLY
(Yes/No)
EXPLANATION
assessments are completed on a daily basis with an
informal risk review performed on a quarterly basis by the
Board.
7.3 Companies 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
risk
management and internal control
processes.
Yes The Audit and Risk Committee Charter provides for the
Audit and Risk Committee to monitor the need for an
internal audit function.
As at 30 June 2025 the Company did not have an internal
audit function for the past financial period given the stage
and size of the Company’s operations. The Audit and Risk
Committee (or, in its absence, the Board) is responsible for
ensuring that sound risk management policies are in place
for the Company, and reporting to the Board as
appropriate. Management is further responsible for
undertaking and assessing risk management and internal
control effectiveness, and the Board assumes the
responsibility to establish and implement effective
management and internal control processes.
7.4 Companies should disclose whether it has
any
material
exposure
to
economic,
environmental and social sustainability 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 material exposure to economic, environmental
and social sustainability risks and, if it does, how it
manages or intends to manage those risks.
The Company’s Corporate Governance Plan requires the
Company to disclose whether it has any material exposure
to economic, environmental and social sustainability risks
and, if it does, how it manages or intends to manage those
risks.
The Company will disclose any material risk exposures in
its Annual Report, through ASX announcements and on its
ASX website as part of its continuous disclosure
obligations.
8 Remunerate fairly and responsibly
8.1 Companies should:
(a)
have a remuneration committee
which:
(1)
has at least three members,
a majority of whom are
independent Directors; and
Yes The Board established a separate Remuneration and
Nomination Committee during the financial year.
The Board has a Remuneration and Nomination
Committee Charter which describes the role, composition,
functions and responsibilities of the Remuneration and
Nomination Committee.

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RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2025

CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS

COMPLY

(Yes/No)

EXPLANATION

(2) is chaired by an independent Director,

and disclose:

(3) the charter of the committee;

A copy of the Remuneration and Nomination Committee Charter is available on the Company’s website.

The number of times the Board meets during a reporting period is detailed in the Company’s Annual Report to shareholders.

(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.

8.2 Companies 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 Board in line with the Remuneration and Nomination Committee Charter is responsible for setting and reviewing the policies and practices of the Company regarding the remuneration of Non-Executive Directors and the remuneration of Executive Directors and other senior executives, separately.

The Company’s Corporate Governance Plan requires the Board to disclose its policies and practices regarding the remuneration of Directors and senior executives, which is disclosed on the Company’s website.

The Non-Executive Directors are paid a fixed annual fee for their service to the Company as Non-Executive Directors. Executive Directors of the Company typically receive remuneration comprising a base salary component, discretionary bonus and equity-based remuneration incentive. Directors and senior executives are entitled to participate in the Company’s equity-based incentive plans such as the Employee Incentive Plan, having regard to their role, experience and contribution to the Company when it is established. Details of the remuneration of the Directors and key management personnel will be outlined in the Company’s Annual Report.

12

RUMBLE RESOURCES LIMITED

ABN 74 148 214 260

CORPORATE GOVERNANCE STATEMENT FOR THE YEAR ENDED 30 JUNE 2025

CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
CORPORATE GOVERNANCE PRINCIPLES
AND RECOMMENDATIONS
COMPLY
(Yes/No)
EXPLANATION
8.3 A company 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.
Not
applicable
The Company has adopted a Securities Trading Policy
which provides that participants must not, without prior
written approval by the relevant person specified in the
Policy, engage in hedging arrangements, deal in
derivatives or enter into other arrangements which vary
economic risk related to the Company's securities.
The Company’s Securities Trading Policy is available on
the website.
9 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.
Not
applicable
The Company, as part of its Board Charter will ensure that
there are appropriate processes in place for Directors who
do not speak or read in the language of the Board to
ensure understanding, contribution and discharge of their
duties. Whilst it should be the ultimate responsibility of the
Company’s Management, the Audit and Risk Committee
(or, in its absence, the Board) should assist in developing
these processes.
9.2 A listed entity established outside Australia
should ensure that meetings of security
holders are held at a reasonable place and
time.
Not
applicable
9.3 Companies should ensure that its external
auditor attends its AGM and is available to
answer questions from security holders
relevant to the audit.
Yes The Company will require its external auditor to attend its
AGM to answer any questions from shareholders relevant
to the audit and this is specifically detailed in the
Company's Shareholder Communication Policy which is
available on the Company’s website.

13