Corporate Governance Statement
Released
Released
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Corporate Governance Statement
T +61 (8) 6313 3936
E info@prairielithium.com
ASX: PL9
OTC: PLIXF
Level 2, 10 Outram Street
West Perth WA 6005 Australia
The Company is committed to implementing the highest standards of corporate governance. In
determining what those high standards should involve the Company has turned to the ASX Corporate
Governance Council’s Corporate Governance Principles and Recommendations (4th Edition).
Unless disclosed below, all the principles and recommendations of the ASX Corporate Governance
Council have been applied for the entire financial year ended 30 June 2026 (reporting period).
Board Composition
The skills, experience and expertise relevant to the position of each Director in office for the year and
their term of office are detailed in the Directors’ report.
When determining the independent status of a Director, the Board used the Guidelines detailed in the
ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations and
has identified a director’s independence in the Directors’ Report.
T +61 (8) 6313 3936
E info@prairielithium.com
ASX: PL9
OTC: PLIXF
Level 2, 10 Outram Street
West Perth WA 6005 Australia
Compliance with ASX Recommendations
Recommendation Current Practice
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.
The Company’s Board Charter sets out the roles and
responsibilities of the Board and Management. It is
available for review on the Company’s website.
1.2 A listed entity 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.
The Company has implemented a policy of undertaking
police and bankruptcy checks on all senior employees
and directors before appointment or putting to
shareholders for election.
The Company provides all relevant information on all
directors in its annual report and in the relevant notice of
meeting when seeking election or re-election of a director.
1.3 A listed entity should have a written agreement
with each director and senior executive setting out
the terms of their employment.
The Company requires that a detailed letter of
appointment or employment contract is agreed with each
director and employee.
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.
The Company’s organisation chart reflects the position of
the Company Secretary within the Company structure in
compliance with the 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:
a. the measurable objectives set for that
period to achieve gender diversity;
b. the entity’s progress towards achieving
those objectives; and
c. either:
i. 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 executive” for
these purposes); or
ii. 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.
The Company has adopted a formal Gender Diversity
Policy. It is available for review on the Company’s
website.
Due to its size and stage of development, the Company
does not disclose at the end of each reporting period the
measurable objectives for achieving gender diversity.
The Board monitors the extent to which the level of
diversity within the Company is appropriate on an
ongoing basis and periodically considers measure to
improve it.
The Board will further consider the establishment of
objectives for achieving gender diversity as the Company
develops and its circumstances change.
T +61 (8) 6313 3936
E info@prairielithium.com
ASX: PL9
OTC: PLIXF
Level 2, 10 Outram Street
West Perth WA 6005 Australia
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 was undertaken in
the reporting period in accordance with that
process.
The Company’s Performance Evaluation Policy is
available on the Company’s website.
The Board continuously assesses its performance
throughout the year and undertook an informal evaluation
during the period.
1.7 A listed entity should:
(a) Have and disclose a process for periodically
evaluating the performance of its senior
executives; and
(b) Disclose, in relation to each reporting period,
whether a performance evaluation was
undertaken in the reporting period in
accordance with that process.
The Company’s Performance Evaluation Policy is
available on the Company’s website.
The Company’s senior executive comprises the
Managing Director and Executive Directors. As noted
above, an informal evaluation was undertaken during the
period of the Managing Director and Executive Director’s
performance.
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 the fact and the processes it
employs to address board succession issues
and to ensure the board has the appropriate
balance of skills, knowledge, experience,
independence and diversity to enable it to
discharge its duties and responsibilities
effectively.
The Board considers that given the current size of the
Board and the Company, this function is efficiently
achieved with full Board participation. Accordingly, the
Board has not established a nomination committee.
2.2 A listed entity 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.
The Board is structured to facilitate the effective
discharge of its duties and to add value through its
deliberations.
It seeks to achieve a Board composition with a balance of
diverse attributes relevant to the Company's operations
and markets, including skills sets, background, gender,
geography and industry experience.
In addition to those general skills expected for Board
membership, the following skills have also been identified
as being necessary such as operational management,
exploration and geology, mining engineering, project
delivery, finance, corporate governance, equity capital
markets, legal, and commercial negotiations.
The Board is comfortable with the skills matrix
represented by the current Board. A profile of each
Director setting out their skills, experience and period of
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ASX: PL9
OTC: PLIXF
Level 2, 10 Outram Street
West Perth WA 6005 Australia
office is set out in the Directors' Report in this Annual
Report.
2.3 A listed entity should disclose:
(a) The names of the directors considered by
the board to be independent directors;
(b) If a director has an interest, position,
association or relationship of the type
described in Box 2.3 but the board is of the
opinion that it does not compromise the
independence of the director, the nature of
the interest, position, association or
relationship in question and an explanation
of why the board is of that opinion; and
(c) The length of service of each director.
As at 30 June 2026, the Board consisted of five directors
as follows:
Director Role Appointment
Date
Independent
Paul Lloyd Executive
Chairman
7 September
2018
No
Matthew
Blumberg
Executive
Director
11 October
2021
No
Zachary
Maurer
Executive
Director
24 March
2023
No
Barnaby
Egerton-
Warburton
Non-
Executive
Director
16 May 2019 No
LaVern
Lund
Non-
Executive
Director
5 June 2024 Yes
2.4 A majority of the board of a listed entity should be
independent directors.
The Company’s Board Charter requires that, where
practical, the majority of the Board should be
independent.
The Board currently comprises of five (5) Directors, four
(4) of whom are not considered to be independent. As
such, independent Directors currently do not comprise
the majority of the Board.
The Board considers that its structure is appropriate given
the Company’s recent history and the scope and scale of
the Company’s operations. Persons have been selected
as directors to bring specific skills and industry
experience relevant to the Company.
The Board will further consider the requirement for a
majority of independent directors as the Company
develops and its circumstances change.
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.
The Company’s Board Charter requires that, where
practical, the Chairman should be independent.
The Company partially complies with this
recommendation as the Chairman does not act in the role
of CEO during the financial year ended 30 June 2026.
However, the Chairman ceased to be independent
following the receipt of Performance Rights approved by
shareholders at a General Meeting on 14 July 2022 and
14 March 2023.
On 30 June 2026, the Managing Director transitioned to
the role of Executive Chairman and therefore the
Company does not currently comply with this
recommendation.
The Board will further consider the requirement for an
independent Chairman as the Company develops and its
circumstances change.
T +61 (8) 6313 3936
E info@prairielithium.com
ASX: PL9
OTC: PLIXF
Level 2, 10 Outram Street
West Perth WA 6005 Australia
2.6 A listed entity 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 roles as
directors effectively.
The Company has an induction program for all new
directors to appropriately familiarise them with the
policies and procedures of the Company.
The Company encourages and facilitates all Directors to
develop their skills, including with the provision of in-
house seminars to maintain compliance in areas such as
risk and disclosure.
3.1 A listed entity should articulate and disclose its
values.
The Company is committed to doing business based on
its values of integrity, honesty and accountability.
The Board has adopted a Code of Conduct, Securities
Trading Policy, Social Media Policy, Whistleblower
Policy, Continuous Disclosure Policy and Shareholder
Communication Policy which detail frameworks for
acceptable corporate behaviour.
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.
The Company’s Code of Conduct is available on the
Company’s website.
It is a requirement of the Board that it is informed of any
material breaches, none of which occurred during the
reporting period.
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.
The Company’s Whistleblower Policy is available on the
Company’s website.
It is a requirement of the Board that it is informed of any
material incidents, none of which occurred during the
reporting period.
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.
The Company’s Anti-Bribery and Corruption Policy is
available on the Company’s website.
It is a requirement of the Board that it is informed of any
material incidents, none of which occurred during the
reporting period.
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) as at the end of each reporting period,
the number of times the committee met
throughout the period, and the individual
The Company does not have an audit committee due the
current size of the Board and Company. The Company
has adopted a policy whereby the full Board fulfils the
duties of the audit committee and abides by the adopted
Audit Committee Charter which is available on the
Company’s website.
The Directors require that reports regularly on all financial
and commercial aspects of the Company to ensure that
they are familiar with all aspects of corporate reporting
and believe this to mitigate the risk of not having an
independent committee.
The Board has adopted a formal policy regarding the
appointment, removal and rotation of the Company’s
external auditor and audit partner.
T +61 (8) 6313 3936
E info@prairielithium.com
ASX: PL9
OTC: PLIXF
Level 2, 10 Outram Street
West Perth WA 6005 Australia
attendances of the members at those
meetings; or
(b) If it does not have an audit committee,
disclose the 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.
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
controls which is operating effectively.
The Board receives a section 295A declaration from the
equivalent of the CEO and CFO for each quarterly, half
yearly and full year report in advance of approval of these
reports.
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.
The Board receives a section 295A declaration from the
equivalent of the CEO and CFO for each quarterly in
advance of approval of these reports.
5.1 A listed entity should have a written policy for
complying with its continuous disclosure
obligations under Listing Rule 3.1.
The Board has adopted a formal Continuous Disclosure
Policy to ensure compliance with the ASX Listing Rules.
The 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.
The Board approves all material market announcements
made by the Company prior to release to the ASX and is
notified once release has occurred.
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.
The Company complies with this recommendation.
6.1 A listed entity should provide information about
itself and its governance to investors via its
website.
The Company complies with this recommendation and all
relevant information can be found on the Company’s
website.
6.2 A listed entity should design and implement an
investor relations program to facilitate effective
two-way communication with investors.
The Company has developed a Shareholder
Communications Strategy to ensure all relevant
information is identified and reported accordingly.
6.3 A listed entity should disclose how it facilitates
and encourages participation at meetings of
security holders.
The Company encourages all shareholders to attend
General Meetings of the Company via its notices of
meeting, and in the event they cannot attend, to
participate by recording their votes by lodgement of a
proxy form.
6.4 A listed entity should ensure that all substantive
resolutions at a meeting of security holders are
decided by poll rather than by a show of hands.
The Company has adopted a policy of deciding all
resolutions put to shareholders to a poll.
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E info@prairielithium.com
ASX: PL9
OTC: PLIXF
Level 2, 10 Outram Street
West Perth WA 6005 Australia
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.
The Company and its share registry actively encourage
electronic communication. All new shareholders are
issued with a letter encouraging the registration of
electronic contact methods.
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.
The Company does not have a risk committee due the
current size of the Board and Company. The Company
has adopted a policy whereby the full Board, including
Executive Directors, fulfil the duties of the risk committee
and abides by the adopted Risk Management Policy
(available on the Company’s website).
The Directors require that management report regularly
on all financial and commercial aspects of the Company
to ensure that they are familiar with all aspects of
corporate reporting and believe this to mitigate the risk of
not having an independent committee.
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.
The Board reviews its risk management strategy annually
and considers it to be sound.
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 risk management and
internal control processes.
The Company is not of the size or scale to warrant the
cost of an internal audit function. This function is
undertaken by the Board as a whole via the regular and
consistent reporting in all risk areas.
7.4 A listed entity 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.
The Company does not currently have any material
exposure to any economic, environmental and social
sustainability risks.
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;
The Board consider that given the current size of the
Board, this function is efficiently achieved with full Board
participation. Accordingly, the Board has not established
a remuneration committee.
The Board considers industry peers when evaluating the
remuneration for all directors and executives. The Board
is cognisant of the fact that it wishes to attract and retain
the best people, and considers strategies other than
T +61 (8) 6313 3936
E info@prairielithium.com
ASX: PL9
OTC: PLIXF
Level 2, 10 Outram Street
West Perth WA 6005 Australia
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.
monetary to balance the need for the best people and the
financial position of the Company.
8.2 A listed entity should separately disclose its
policies and practises regarding the remuneration
of non-executive directors and the remuneration
of executive directors and other senior
executives.
The Company discloses its policies on remuneration in
the Remuneration Report set out in its annual report.
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.
The Company recognises that Director, executives and
employees may hold securities in the Company and that
most investors are encouraged by these holdings. The
Company’s Securities Trading Policy (available on the
Company’s website) explains and reinforces the
Corporations Act 2001 requirements relating to insider
trading. The Policy applies to all Directors, executives,
employees and consultants and their associates and
closely related parties.
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