June 2026 Appendix 4G
Released
Released
Announcement PDF
Rules 4.7.3 and 4.10.3
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
Manuka Resources Limited
ABN/ARBN Financial year ended:
80 611 963 225 30 June 2026
Our corporate governance statement1 for the period above can be found at:
☒
This URL on our website:
https://www.manukaresources.com.au/corporate-governance
The Corporate Governance Statement is accurate and up to date as of 30 September 2026 and has
been approved by the Board.
The annexure includes a key to where our corporate governance disclosures can be located.
Dennis Karp
Executive Chairman
30 September 2026
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.
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.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 2
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation Where a box below is ticked,2
we have followed the
recommendation in full for the whole of 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:3
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.
☒
Disclosure has been made at page 4 of the Corporate
Governance Statement, and the Board Charter is disclosed
at the Company’s Corporate Governance webpage.
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.
☒
Disclosure has been made at page 5 of the Corporate
Governance Statement.
☒
Disclosure has been made at page 5 of the Corporate
Governance Statement.
1.3 A listed entity should have a written agreement with
each director and senior executive setting out the terms
of their appointment.
☒
Disclosure has been made at page 5 of the Corporate
Governance Statement.
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.
☒
Disclosure has been made at page 5 of the Corporate
Governance Statement.
2
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/”).
3
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.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 3
Corporate Governance Council recommendation Where a box below is ticked,2
we have followed the
recommendation in full for the whole of 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:3
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.
☒
Disclosure has been made at page 6 of the Corporate
Governance Statement, and the Diversity Policy is
disclosed at the Company’s Corporate Governance
webpage.
☒
Not followed. See page 6 of the Corporate
Governance Statement. The Company’s workforce is
continuing to develop as the Company progresses
towards increased production.
☒ Not followed. See page 6 of the Corporate
Governance Statement.
☒ Not followed. See page 6 of the Corporate
Governance Statement.
Manuka was not in the S&P / ASX 300 Index at the
commencement of the reporting period.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 4
Corporate Governance Council recommendation Where a box below is ticked,2
we have followed the
recommendation in full for the whole of 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:3
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.
☒
Disclosure has been made at page 6 of the Corporate
Governance Statement that the Board has established an
annual process for evaluating the performance and
effectiveness of the Board and individual Directors, and a
performance evaluation was undertaken during 2026 in
accordance with the process.
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.
☒
Disclosure has been made at page 6 of the Corporate
Governance Statement that a process for evaluating the
performance of the Senior Team has been established and
a performance evaluation was undertaken during 2026 in
accordance with the process.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 5
Corporate Governance Council recommendation Where a box below is ticked,2
we have followed the
recommendation in full for the whole of 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:3
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.
☒
The Charter of the Nomination Committee can be found on
the Company’s Corporate Governance website.
☒
Disclosure has been made at page 7 of the Corporate
Governance Statement regarding the absence of a
Nomination Committee and the processes undertaken by
the full Board in performing the functions ordinarily
performed by a Nomination Committee.
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.
☒
Disclosure has been made at pages 7 and 8 of the
Corporate Governance Statement.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 6
Corporate Governance Council recommendation Where a box below is ticked,2
we have followed the
recommendation in full for the whole of 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:3
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.
☒
The name of the director considered by the Board to be
independent has been disclosed at page 9 of the Corporate
Governance Statement.
Where applicable, the information referred to in paragraph
(b) has been disclosed at page 9 of the Corporate
Governance Statement.
The length of service of each director has been disclosed
on page 9 of the Corporate Governance Statement.
2.4 A majority of the board of a listed entity should be
independent directors.
☒ Not followed. See page 9 of the Corporate
Governance Statement
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.
☒ Not followed. See page 9 of the Corporate
Governance Statement
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.
☒
Disclosure has been made at page 9 of the Corporate
Governance Statement.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 7
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its
values.
☒
Disclosure has been made at page 10 of the Corporate
Governance Statement and the Company’s values are
disclosed at the Company’s Corporate Governance
webpage.
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.
☒
Disclosure has been made at page 10 of the Corporate
Governance Statement and the Company’s Code of Conduct
is disclosed at the Company’s Corporate Governance
webpage.
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.
☒
Disclosure has been made at page 10 of the Corporate
Governance Statement and the Company’s Whistleblower
Policy is disclosed at the Company’s Corporate Governance
webpage.
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.
☒
Disclosure has been made at page 10 of the Corporate
Governance Statement and the Company’s Anti-Bribery and
Corruption Policy is disclosed at the Company’s Corporate
Governance webpage.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 8
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.
☒
The Charter of the Audit Committee can be found on the
Company’s Corporate Governance webpage.
☒
Disclosure has been made on page 11 of the Corporate
Governance Statement regarding the absence of a separate
Audit Committee and the processes undertaken by the full
Board in performing the functions ordinarily performed by an
Audit Committee.
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.
☒
Disclosure has been made at page 11 of the 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.
☒
Disclosure has been made at page 11 of the Corporate
Governance Statement.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 9
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.
☒
Disclosure has been made at page 12 of the Corporate
Governance Statement and the Company’s Continuous
Disclosure Policy can be found on the Company’s Corporate
governance webpage.
5.2 A listed entity should ensure that its board receives
copies of all material market announcements
promptly after they have been made.
☒
Disclosure has been made at page 12 of the 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.
☒
Disclosure has been made at page 12 of the Corporate
Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 10
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.
☒
Disclosure has been made at page 13 of the Corporate
Governance Statement and information about the
Company, and the governance structure can be found on
the Company’s Corporate governance webpage.
6.2 A listed entity should have an investor relations
program that facilitates effective two-way
communication with investors.
☒
Disclosure has been made at page 13 of the Corporate
Governance Statement, and the Shareholder
Communication Policy can be found on the Company’s
Corporate governance webpage.
6.3 A listed entity should disclose how it facilitates and
encourages participation at meetings of security
holders.
☒
Disclosure has been made at page 13 of the 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.
☒
Disclosure has been made at page 13 of the 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.
☒
Disclosure has been made at page 13 of the Corporate
Governance Statement.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 11
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.
☒
Disclosure has been made on page 14 of the Corporate
Governance Statement that the Company does not have a
separate Risk Committee, with the Board undertaking risk
oversight responsibilities as per the Audit Charter and Risk
Management Policy.
☒ The Company does not have a separate Risk
Charter. The Audit Charter and Risk
Management Policy are the references for the
Board and is available on the Company’s
Corporate Governance webpage.
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.
☒ Not followed. See page 14 of the Corporate
Governance Statement.
The Board considers the Company’s material business
risks on an ongoing basis, including the Company’s
financial position, cash flow and funding requirements.
However, the Board did not undertake a formal annual
review of the Company’s risk management framework
during the reporting period.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 12
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.
☒
Disclosure has been made on page 15 of the Corporate
Governance Statement.
The Company has disclosed it does not have an internal
audit function and the processes it employs for evaluating
and continually improving the effectiveness of its
governance, risk management and internal control
processes.
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.
☒
Disclosure has been made on page 15 of the Corporate
Governance Statement.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 13
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.
☒
The Charter of the Remuneration Committee can be found
on the Company’s Corporate Governance webpage.
☒
Disclosure has been made on page 16 of the Corporate
Governance Statement regarding the absence of a
Remuneration Committee and the processes undertaken by
the full Board in performing the functions ordinarily
performed by a Remuneration Committee.
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.
☒
Disclosure has been made on page 16 of the Corporate
Governance Statement.
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.
☒
Disclosure has been made on page 16 of the Corporate
Governance Statement and the Securities Trading Policy
can be found on the Company’s Corporate governance
webpage.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 14
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.
☒ Manuka does not have a director in this position,
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.
☒ Manuka is established in Australia, 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.
☒ Manuka is established in Australia and not an
externally managed listed entity and this
recommendation is therefore not applicable
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