Corporate Governance Statement 2026
Released
Released
Announcement PDF
WESTGOLD RESOURCES LIMITED
CORPORATE
GOVERNANCE
STATEMENT 2026
Table of Content
1 INTRODUCTION..........................................................................................................2
Commitment to Good Governance ..................................................................................................... 2
ASX Recommendations ...................................................................................................................... 3
Corporate Governance Statement and Appendix 4G ........................................................................... 3
Charters and Policies.......................................................................................................................... 3
2 BOARD AND MANAGEMENT ........................................................................................3
Roles and Responsibilities.................................................................................................................. 3
Chair of the Board............................................................................................................................... 5
Company Secretary ............................................................................................................................ 5
Board Composition............................................................................................................................. 5
Meeting Attendance............................................................................................................................ 6
Director Independence....................................................................................................................... 6
Board Skills and Experience................................................................................................................ 7
Director and Executive Appointments ................................................................................................. 9
Remuneration................................................................................................................................... 10
Induction, Training and Continuing Education ................................................................................... 11
Performance Evaluation ................................................................................................................... 11
3 BOARD COMMITTEES................................................................................................ 12
Board Committee Structure.............................................................................................................. 12
4 DIVERSITY AND INCLUSION...................................................................................... 14
Diversity and Equal Employment Opportunity Policies....................................................................... 14
Gender Diversity within the Westgold Group and Measurable Objectives........................................... 15
5 ESG AND DECISION MAKING .................................................................................... 16
Standards of Behaviour..................................................................................................................... 16
Anti-Bribery and Anti-Corruption Policy............................................................................................. 16
Conflicts of Interest .......................................................................................................................... 16
Speak Up Policy................................................................................................................................ 17
Securities Trading Policy................................................................................................................... 17
6 AUDIT AND RISK MANAGEMENT................................................................................ 18
Risk Management ............................................................................................................................. 18
External Audit ................................................................................................................................... 19
Internal Audit.................................................................................................................................... 19
Verification of Periodic Corporate Reports ........................................................................................ 20
Management Assurance ................................................................................................................... 20
Environmental, Social, Climate Change and Sustainability Risks....................................................... 20
7 TIMELY AND BALANCED DISCLOSURE....................................................................... 21
Continuous Disclosure ..................................................................................................................... 21
Periodic Reports and Material Announcements................................................................................. 22
8 SHAREHOLDER COMMUNICATION AND ENGAGEMENT.............................................. 23
Company Information....................................................................................................................... 23
Investor Relations and Shareholder Communications ....................................................................... 23
Shareholder Participation at Meetings............................................................................................... 24
1 WESTGOLD RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT 2026
Our Vision, Purpose and Values
Purpose Vision
Our purpose is to unearth enduring value.
Ensuring lasting benefits for our people,
communities, shareholders and future
generations.
Our vision is to be Australia's leading gold company.
It guides where we're heading, while our purpose
defines why we exist. Together, they shape how we
work and the impact we strive to create.
Our Values
Our values, Choose Safety, Show Respect and Create Value,
define how we bring our vision and purpose to life.
Choose Safety
We believe strong safety
performance and strong
operational performance go
hand in hand, creating
workplaces where everyone can
do their best work and return
home safely.
Show Respect
We value different perspectives,
listen to one another and treat
people with fairness and
integrity.
Create Value
By working smarter and
delivering excellence every day,
we create lasting value for our
people, communities and
shareholders.
Acknowledgement of Country
We acknowledge the Traditional Custodians of the lands where we operate, including the Nharnuwangga
Wajarri and Ngarlawangga people (Fortnum hub), the Yugunga-Nya, Ngoonooru Wadjarri and Minangu
people (Cue and Meekatharra hubs), and Ngadju and Marlinyu Ghoorlie people (Higginsville hub) and the
Whadjuk Noongar people (Perth and Maddington facilities). We recognise their continuing connection to
Country and pay our respects to Elders past and present.
2 WESTGOLD RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT 2026
1 Introduction
Commitment to Good Governance
The Directors of Westgold Resources Limited (ASX: WGX) (Westgold or the Company) believe that
effective corporate governance supports sustainable company performance, strengthens
accountability and responsible business conduct, and creates long-term value for shareholders
and other stakeholders.
The board of Directors (Board) has responsibility for the corporate governance of Westgold and its
subsidiaries and has implemented a governance framework comprising policies, procedures and
systems of control designed to provide practical means for ensuring good governance outcomes,
which meet the expectations of all stakeholders.
Westgold recognises that governance practices are not a static set of principles, and Westgold will
continue to review its corporate governance practices and policies at least annually to ensure they
remain current, effective and aligned to accepted principles and good practice. Changes and
improvements are made in a substance over form manner, which appropriately reflect the
changing circumstances of Westgold as it grows and evolves.
Further details of Westgold’s stakeholders and Westgold’s approach to stakeholder engagement
are contained in Westgold’s 2026 Annual Report which can be found on our website at:
https://www.westgold.com.au/annual-reports.
Westgold Board
Ultimate accountability to shareholders for the strategy and performance of the Company,
in accordance with the Board Charter
Board Committees
Monitor, review and make recommendations to the Board,
in accordance with the Board Committee Charters
Executive Leadership Team
Responsible for executing business activities in accordance with Board expectations, strategy and
values - and leading the larger Westgold workforce
Remuneration
and
Nomination
Committee:
Oversight of
remuneration
frameworks and
Board
nominations
Technical
Committee:
Oversight of
significant
technical and
operational
risks, mitigation
strategies and
opportunities
Sustainability
Committee:
Oversight of
ESG objectives,
including
climate-related
risks,
opportunities
and disclosures
Audit, Risk and
Compliance
Committee:
Oversight of the
enterprise risk
management
framework and
assurance
program
3 WESTGOLD RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT 2026
ASX Recommendations
Westgold reviews its corporate governance practices and policies on at least an annual basis to
ensure they remain effective, fit for purpose and appropriate to the Company's size, operations and
stage of development. The review of Westgold’s corporate governance practices for the financial
year ending 30 June 2026 (FY26) was made against the fourth edition of the ASX Corporate
Governance Council’s Corporate Governance Principles and Recommendations (ASX
Recommendations).
For the whole of FY26, Westgold followed all of the ASX Recommendations, as set out in the ASX
Appendix 4G.
Corporate Governance Statement and Appendix 4G
This Corporate Governance Statement reports the governance processes and procedures in place
at Westgold for FY26 and has been approved by the Board as at 23 October 2026. This Corporate
Governance Statement is also provided on our website at:
https://www.westgold.com.au/corporate-governance.
The ASX Appendix 4G, which is a checklist cross-referencing the ASX Recommendations to the
relevant disclosures in Westgold’s Corporate Governance Statement and 2026 Annual Report, is
also provided on that webpage.
Charters and Policies
Copies of Westgold’s Board and Board Committee Charters, and Westgold’s key corporate
governance policies referred to in this Corporate Governance Statement are provided on
Westgold’s website at: https://www.westgold.com.au/corporate-governance.
2 Board and management
Roles and Responsibilities
The roles and responsibilities of the Board, Managing Director and Chief Executive Officer and the
Executive Leadership Team (being the senior management who report to the Managing Director
and Chief Executive Officer) are detailed in the Board Charter.
The Board is collectively responsible for the overall governance of Westgold. The Board derives its
authority from Westgold’s Constitution which provides that the business and affairs of Westgold
shall be managed, and all corporate powers shall be exercised by or under the direction of the
Board. The role of the Board is to provide overarching strategic guidance and oversee operations,
financial performance, risk management and governance, with a focus on the creation of
sustainable long-term value for shareholders. In carrying out its responsibilities, the Board also has
regard to the interests of Westgold employees, contractors, customers, suppliers and t the
communities in which Westgold operates.
The Board ensures that it and Westgold comply with the Constitution and all applicable legal and
regulatory obligations including, but not limited to, the Corporations Act 2001 (Cth) (Corporations
Act) and the ASX Listing Rules.
The Board Charter provides that the responsibilities of the Board pertain to matters of strategy,
appointment, management, performance monitoring, governance and risk management. In
particular, the Board is responsible for:
4 WESTGOLD RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT 2026
(a) setting the strategic objectives or direction of Westgold and directing, monitoring and
assessing Westgold's performance against ongoing strategies, budgets and business plans;
(b) appointing the Board chair (Chair);
(c) appointing, and where appropriate, removing the Managing Director and Chief Executive
Officer and any other officer or executive the Board has discretion to appoint in accordance
with the Constitution;
(d) evaluating, providing input into, approving and monitoring capital management, major
capital expenditure and material acquisitions, divestments or other corporate transactions,
including the issue of securities;
(e) approving Westgold's employee remuneration policies and framework;
(f) overseeing the integrity of Westgold’s accounting and corporate reporting systems;
(g) ensuring that Westgold establishes and maintains a risk management framework or policy
appropriate to Westgold’s profile and operations;
(h) adopting and applying appropriate ethical standards in relation to the management of
Westgold and the conduct of the business and monitoring compliance with the Code of
Conduct and other policies, including the Whistleblower Policy and Anti-Bribery and Anti-
Corruption Policy; and
(i) promoting and demonstrating Westgold's desired culture and satisfying itself that the
culture is aligned with Westgold's purpose and values, supports lawful, ethical and
responsible conduct and incorporates risk management practices that support the
achievement of strategic objectives.
The Board has delegated responsibility for the day-to-day administration and the implementation
of strategies approved by the Board to the Managing Director and Chief Executive Officer, who is
supported by the executive leadership team. The Managing Director and Chief Executive Officer’s
primary objective is to ensure the ongoing success of Westgold through being responsible for all
aspects of the management and development of Westgold.
The Board Charter provides that the Managing Director and Chief Executive Officer’s duties
include, but are not limited to:
(a) developing business plans, budgets and strategies for consideration by the Board and, to the
extent approved by the Board, implementing those plans, budgets and strategies;
(b) identifying and managing operational and other risks and, where those risks could have a
material impact on Westgold's business, formulating strategies for managing and mitigating
those risks, including for consideration and endorsement by the Board where appropriate;
(c) managing Westgold's financial and other reporting mechanisms and internal control and
monitoring systems to ensure material information is identified and reported in a timely
manner and that those systems function effectively and support prudential risk
management;
(d) implementing Westgold’s policies and procedures, including the Code of Conduct, and
overseeing processes for monitoring, reviewing and reporting on compliance;
(e) ensuring that the Board is regularly provided with sufficient and accurate information in
regard to Westgold's operations and affairs and, in particular, with respect to Westgold's
performance, financial condition, operations and prospects;
5 WESTGOLD RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT 2026
(f) ensuring compliance with Westgold's continuous disclosure obligations, in accordance with
ASX Listing Rules, the Corporations Act and applicable Canadian laws;and
(g) faithfully and diligently performing the duties and exercising the powers assigned by the
Board consistent with the position of a Managing Director and Chief Executive Officer and
consistent with the best interests of Westgold.
Chair of the Board
The Chair has a primary responsibility to lead the Board and ensure the efficient organisation
and conduct of the Board’s function. A key part of the Chair’s role is to facilitate effective
contribution by all Board members and promote constructive and respectful relationships
between the Board and Westgold's Executive Leadership Team. Further responsibilities of the
Chair are set out in the Board Charter.
Hon. Cheryl Edwardes AO was appointed to the role of Non-Executive Chair by the Board in
March 2022 and is considered to be independent.
Company Secretary
The Company Secretary is appointed and removed by the Board and is directly accountable to
the Board, through the Chair, on all matters to do with the proper function of the Board and any
Committee. The Company Secretary is responsible for facilitating Board and Committee
meetings and the preparation of minutes, provision of advice on corporate governance matters,
assisting with the induction and professional development of new Directors, management of
communications with the ASX about listing rule matters. Further responsibilities of the
Company Secretary are set out in the Board Charter.
Susan Park has served as the Company Secretary since her appointment in April 2022.
Board Composition
As at 30 June 2026, the Board comprised eight Directors, seven independent Non-Executive
Directors and one executive Director (the Managing Director and Chief Executive Officer, Mr
Wayne Bramwell). Messrs Gary Davison and Julius Matthys retired from the Board at the end of
the financial year. The Board currently comprises six Directors, five independent Non-Executive
Directors and one executive Director (the Managing Director and Chief Executive Officer, Mr
Wayne Bramwell).
The Board met its gender diversity objective to comprise at least 30% women (37.5%, three of
the eight Directors were women) on the Board throughout FY26. Following the retirements of
Messrs Gary Davison and Julius Matthys, the Company currently still meets its gender diversity
objective to comprise at least 30% women (currently 50%, three of the six Directors are women).
Under the Board Charter adopted by the Board, non-executive Directors will serve for a
maximum of 10 years, unless the Board determines that there are exceptional circumstances.
Despite this, a non-executive Director may serve an additional term of 12 months at the
conclusion of their 10-year term where it is determined that the additional term would benefit
the Company. This determination was made in respect of Ms Fiona Van Maanen, who is now
expected to serve until the 2027 Annual General Meeting. The Board has assessed and
determined that Ms Fiona Van Maanen remains independent notwithstanding her length of
service. During the term of a non-executive Director’s appointment, the Board will regularly
assess if the Director’s independence may have been compromised. The length of service of the
Company’s current Board of Directors is shown in the table below.
6 WESTGOLD RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT 2026
Table 1 Board Composition
Director Role Independent Date of appointment Tenure *
Hon. Cheryl
Edwardes AO
Independent Non-
Executive Chair
Yes 28 March 2022 4 years, 7 months
Mr Wayne Bramwell Managing Director
and Chief Executive
Officer
No 3 February 2020 6 years, 9 months
Ms Fiona
Van Maanen
Independent Non-
Executive Director
Yes 6 October 2016 10 years
Mr David Kelly Independent Non-
Executive Director
Yes 5 November 2022 3 years, 11 months
Ms Shirley In’t Veld Independent Non-
Executive Director
Yes 1 August 2024 2 years, 3 months
Mr Ivan Mullany Independent Non-
Executive Director
Yes 29 May 2025 1 year, 5 months
* As at date of this Corporate Governance Statement. Rounded to the nearest month.
The Remuneration and Nomination Committee shall, at least annually, review performance of the
Board and its members (and Board Committee responsibilities, where relevant). The Remuneration
and Nomination Committee is satisfied that all Directors have demonstrated that they have
sufficient time available to effectively undertake their responsibilities.
Meeting Attendance
The number of Board meetings (including meetings of Committees of Directors) held during FY26,
and the number of meetings attended by each Director is disclosed in the Company’s 2026 Annual
Report.
Director Independence
The Board has adopted a Board Skills Matrix that sets out the mix of skills and diversity that the
Board currently has or is looking to achieve and, with the support of the Remuneration and
Nomination Committee, will assess the independence of Non-Executive Directors at least annually
against the criteria set out in the ASX Recommendations.
The Board has a majority of independent Directors. As at 30 June 2026, seven of the eight Directors
were considered by the Board to be independent (87.5%). The Managing Director and Chief
Executive Officer, Mr Wayne Bramwell, is not considered to be independent due to his executive
position in the Company.
The Board Charter and the Board Committee Charters require that the Chair of the Board and the
Chairs of each Board Committee are independent Directors. The Board considers the Chair of the
Board and the Chairs of each of the Board Committees to be independent.
7 WESTGOLD RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT 2026
As recommended by the ASX Recommendations and stipulated in the Board Charter, the Chair,
Hon. Cheryl Edwardes AO, is not the same individual as the Managing Director and Chief Executive
Officer. Full details of Hon. Cheryl Edwardes AO’s relevant skills and experience are available in
the 2026 Annual Report.
The Board collectively, and each Director individually, may obtain independent professional advice
at the Company’s expense where considered necessary to assist in fulfilling their relevant duties
and responsibilities. An individual Director who wishes to obtain such advice should seek the
approval of the Chair (or, in the case of the Chair, the chair of the Audit, Risk and Compliance
Committee), who, acting reasonably, may approve or deny the request.
The Board at least annually assesses its composition to ensure it is conducive to effective
decision-making and meaningful discussion, of which independence is a key consideration.
Board Skills and Experience
Westgold is committed to maintaining a Board with an appropriate mix of skills, expertise,
experience and diversity to effectively discharge its responsibilities and provide strong governance
oversight. The Directors are all professionals with significant experience across a range of areas
considered relevant to Westgold’s business, strategy and long-term objectives. Westgold’s 2026
Annual Report includes information about the Directors, including their qualifications, skills and
experience.
The Board, supported by the Remuneration and Nomination Committee, annually reviews the
composition of the Board and the Board skills to ensure it remains aligned with the current
strategic goals and governance requirements of Westgold. The Board ensures that it monitors its
skills to ensure the mix of skills and diversity that the Board has or is looking to achieve in its
membership to support the effective oversight of Westgold's operations and strategic objectives,
and takes these factors into account when reviewing, proposing or appointing Directors.
The Board is confident that the Directors, collectively, have a diverse and relevant range of skills,
backgrounds, knowledge and experience across the range of areas identified in the Board Skills
Matrix to ensure effective governance of Westgold in line with its current strategy and goals.
The Board Skills Matrix below details the mix of skills and experience pertinent to achievement of
Westgold’s purpose and strategy, as well as their representation within the current Board.
External independent governance specialists facilitated the development of the Board Skills Matrix
during June and July 2026. There were 18 key skills categories identified as critical to the effective
oversight of Westgold's business, strategy and long-term objectives. Directors participated in both
self-assessments and peer assessments against each skill category using a three-point rating
scale of ‘highly skilled, ‘skilled’ and ‘demonstrates knowledge and awareness’. The Board Skills
Matrix below reflects the collective capabilities of the current Board and shows the number of
Directors assessed at each proficiency level across the identified skill categories, based on peer-
adjusted assessment results.
8 WESTGOLD RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT 2026
Table 2 Board Skills and Experience
SKILL DESCRIPTION RATING CURRENTLY HELD BY BOARD
LEGAL, RISK AND COMPLIANCE
Risk Management
Oversight
Experience in risk management systems, risk appetite and
tolerance, risk reporting, crisis management, HR and people
risk, integrated oversight of OHS, operational and commercial
risks in mining, understanding specific risk and opportunity
drivers
Safety Oversight Experience with safety reporting, safety culture, root cause
analysis, safety KPIs, WHS legislation and safety reporting
oversight and critical control effectiveness
Corporate
Governance
Experience
Possessing skills and experience with governance frameworks,
board experience, board/committee leadership,
understanding board processes and procedures, safety
reporting
INDUSTRY SPECIFIC SKILLS
Gold Mining
Operations
Experience in gold mining, multi-site operational performance,
mining engineering and technical foundations of gold
production, gold sector regulatory and operational
environments
Gold Market
Dynamics & Key
Stakeholder
Relations
Experience in the global gold market including
macroeconomic drivers and hedging strategies, engagement
with key stakeholders
FINANCE AND MARKETS
Accounting and
Financial Reporting
Oversight
Possessing skills and experience with external/internal audit
oversight, financial statement preparation/analysis, budgeting
and cost management, financial systems/processes,
understanding the life-cycle cost of mining enterprises
Financing/Funding
Oversight
Experience with financing/fundraising, understanding
debt/equity structures, financing and funding alternatives,
investor appetite
Mergers, Acquisition
and Divestments
Oversight
Experience with mergers, acquisitions and divestments,
transaction structuring, deal execution and integration,
valuation of mining assets/resource portfolios
Investor Engagement
Oversight
Experience and skills understanding investor expectations and
narrative, investor communications, proxy advisor
engagement
LEADERSHIP & STRATEGY
Strategy Oversight Experience in strategic planning cycles and process, broad
portfolio-based capital allocation across multi-asset gold
operations, implementation of strategic
measurement/accountability, understanding the drivers of
growth and resilience in gold mining, prioritisation and
articulation of operational improvement initiatives
Major Projects
Oversight
Experience in project based governance, budget and timeline
monitoring, project based risk governance and mitigation,
development and commissioning of large-scale mining and
infrastructure projects
Major Change and
Transformation
Oversight
Experience and skills in enterprise wide transformation, major
change programs, including strategy, implementation and
vendor management, project risk and oversight, post-
acquisition integration and operational stabilisation
9 WESTGOLD RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT 2026
SKILL DESCRIPTION RATING CURRENTLY HELD BY BOARD
Relevant Executive
Experience
Experience in CEO/MD level accountability, significant P&L
leadership, international leadership experience, industry level
influence, track record of long-term value creation, managing
complexity, volatility and uncertainty in resource
environments
PEOPLE AND STAKEHOLDER ENGAGEMENT
Culture Oversight Experience and skills in organisational culture assessment,
executive remuneration frameworks, measurement and
reporting, cultural interventions during periods of
organisational integration and transformation, establishing
positive organisational culture, workforce planning, talent
acquisition and retention
Talent and
Leadership Oversight
Experience in leadership development, succession and talent
management, diversity initiatives, building cultures that attract
and retain talent in competitive mining labour markets
Remuneration
Oversight
Experience in setting balanced remuneration frameworks
including short / long term incentives, external remuneration
engagement, remuneration benchmarking and positioning
within the mining sector pay curve, linking remuneration
strategy to talent attraction and retention in a competitive
labour market
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE
Sustainability,
Environment and
Climate Oversight
Experience in sustainability, environment and climate-related
risks and opportunities; sustainability, environment and
climate-related strategies and targets; integration of
sustainability, environment and climate-related risks with
enterprise risk management across mining operations; climate
change, energy, emissions, decarbonisation, rehabilitation
and water stewardship; social responsibility, including
community and Traditional Owner engagement, human rights
and modern slavery
Community
Engagement
Oversight
Experience in community engagement, socially responsible
operations, community partnerships, heritage/cultural
management, Traditional Owner engagement and cultural
heritage management
Highly Skilled
Skilled
Demonstrates Knowledge and Awareness
Director and Executive Appointments
Westgold has guidelines for the appointment and selection of the Board and the Managing Director
and Chief Executive Officer in its Board Charter a
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