Appendix 4G & Corporate Governance Statement
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Released
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Corporate Governance Statement
2026 Corporate
Governance Statement
The Board of Decidr AI Industries Ltd (the Company) is responsible for the overall corporate governance of
the Company.The Board believes that good corporate governance helps ensure the future success of the
Company, adds value to stakeholders and enhances investor confidence.
The ASX Listing Rules require listed companies to prepare a statement disclosing the extent to which
they have complied with the 4th
edition recommendations of the ASX Corporate Governance Council
(Recommendations) during the reporting period.The Recommendations are not prescriptive, such that if a
company considers a recommendation to be inappropriate having regard to its own circumstances, it has the
flexibility not to follow it.Where a company has not followed all the Recommendations, it must identify which
Recommendations have not been followed and provide reasons for not following them.
This Corporate Governance Statement (Statement) discloses the extent to which the Company has followed
the Recommendations, or where appropriate, indicates a departure from the Recommendations with an
explanation.
This Statement should be read in conjunction with the material on our website https://decidrindustries.ai/
corporate-governance including the 2026 Annual Report.
This Statement is current as at 30 September 2026 and has been approved by the Board of Directors of the
Company.
PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
Recommendation 1.1: Role of the Board and Management
The role of the Board is to approve the strategic direction of the Company, guide and monitor the management of the
Company and its businesses and oversee the implementation of appropriate corporate governance with respect to the
Company’s affairs.The Board aims to protect and enhance the interests of its shareholders, while taking into account the
interests of other stakeholders, including employees, customers, suppliers and the wider community.
The Board has a formal Board Charter which is available on our website at https://decidrindustries.ai/corporate-
governance that clearly sets out those matters expressly reserved for the Board’s determination and those matters
delegated to management.
The Board delegates responsibility for the day-to-day management of the Company and its businesses to the senior
executive team and delegates authority to appropriate senior executives for specific activities.The Board maintains
ultimate responsibility for strategy, control and risk profile of the Company.
Recommendation 1.2: Appointment of Directors
The Remuneration and Nomination Committee (or in its absence, the Board) facilitates the selection and appointment of
Directors. Before the Board appoints a new Director or puts forward a candidate for election, the Board will ensure that
appropriate background checks are undertaken.We provide our shareholders with all material information in our
possession that is relevant to their decision on whether or not to elect or re-elect a Director through a number of
channels, including via the notice of meeting and other information contained in the 2026 Annual Report.
Corporate Governance Statement
Recommendation 1.3: Appointment Terms
Upon appointment, each Director receives a letter of appointment which sets out the formal terms of their appointment.
Directors also receive a deed of indemnity, insurance and access.
Each Director has a written contract with the Company, setting out the terms of his or her appointment, including
remuneration entitlements and performance requirements.
Recommendation 1.4: Company Secretary
The Board is supported by the Company Secretary, whose role includes supporting the Board on governance matters,
assisting the Board with meetings and directors’ duties, and acting as an interface between the Board and senior
executives across the Company.The Board and individual Directors have access to the Company Secretary.
Under the Company’s governance framework, the Company Secretary is accountable to the Board, through the Chair,
on all matters regarding the proper functioning of the Board.The Board is responsible for the appointment of the
Company Secretary.
Details regarding our Company Secretary, including experience and qualifications, is set out in the Directors’ Report in
our 2026 Annual Report.
Recommendation 1.5: Diversity Policy
The workforce of the Company comprises individuals with diverse skills, backgrounds, perspectives and experiences
and this diversity is valued and respected.To demonstrate the Company’s commitment to achieve diversity and inclusion
in its workplace, the Company has implemented a Diversity Policy which can be viewed at https://decidrindustries.ai/
corporate-governance.The Company’s policy has meritocracy as a guiding principle and seeks to align the Company’s
management systems with its commitment to continue to develop a culture that values and achieves diversity in its
workforce and on its Board.
The Board and management consider that building a diverse and inclusive workforce is paramount to gaining the best
insight into the needs of our customers and stakeholders. A diversity of perspectives and backgrounds also strengthens
creativity and innovation in teams.
The proportion of women on the Board, in senior executive positions and women across the entire organisation as at 30
June 2026 was as follows:
Gender Board Senior Executive positions Whole organisation
No. of women 1 2 27
Percentage of women 33% 25% 31.1%
Due to the current size and composition of the organisation, the Board does not consider it appropriate to provide
measurable objectives at this time. However, the Company is committed to ensuring that the appropriate mix of skills,
expertise, and diversity are considered when employing staff at all levels of the organisation and when making new senior
executive and Board appointments and is satisfied that the composition of employees, senior executives and members
of the Board is appropriate. As such, the Company does not comply with this Recommendation.
Recommendation 1.6: Board Performance Assessment
The Board is committed to formally evaluating its performance, the performance of its committees (if applicable) and
individual Directors, as well as the governance processes supporting the Board.The Board does this through an annual
assessment process.
The Remuneration and Nomination Committee Charter stipulates that the Committee is responsible for arranging an annual
review of the Board, its Committees, and individual directors. Until the Remuneration and Nomination Committee is formed,
the Board carries out the processes and procedures set out in the Remuneration and Nomination Committee Charter.
For the year ended 30 June 2026, the Board did undertake a review.
Corporate Governance Statement
Recommendation 1.7: Senior Executive Performance Assessment
Senior Executives are appointed by the Board and their Key Performance Indicators (KPIs) contain specific financial and
non-financial objectives.
These KPIs are reviewed annually by the Board.The performance of each Senior Executive against these objectives is
evaluated annually.
Performance evaluations were undertaken for the year ended 30 June 2026.
PRINCIPLE 2 – BOARD STRUCTURE
The Company’s Remuneration and Nomination Committee Charter provides for the creation of a Committee, with at least
three members, a majority of whom are independent Directors, and which must be chaired by an independent Director.
The Remuneration and Nomination Committee Charter is available on our website at https://decidrindustries.ai/corporate-
governance.
Due to the current size of the Company, the Board has determined that the function of the Remuneration and Nomination
Committee is most efficiently carried out with full Board participation and accordingly, the Board has elected not to
establish a separate Remuneration and Nomination Committee at this stage.
As a result, the Board will fulfil the roles and responsibilities of the Remuneration and Nomination Committee.
In accordance with the Company’s Remuneration and Nomination Committee Charter the primary function of the
Committee is to assist the Board to carry out the following:
• review director competence standards;
• review Board succession plans;
• evaluate the Board’s performance;
• make recommendations for the appointment and removal of directors to the Board; and
• make recommendations to the Board on recruitment, retention and termination policies for senior management.
The Board devotes time at Board meetings on at least an annual basis to discuss Board succession issues.Where
appropriate, all members of the Board are involved in the Company’s nomination process, to the maximum extent
permitted under the Corporations Act and ASX Listing Rules.
Recommendation 2.2: Board Skills Matrix
Our objective is to have an appropriate mix of expertise and experience on our Board so that it can effectively discharge
its corporate governance and oversight responsibilities. It is the Board’s view that the current directors possess an
appropriate mix of relevant skills, experience, expertise and diversity to enable the Board to discharge its responsibilities
and deliver the Company’s strategic objectives.This mix is subject to review on a regular basis as part of the Board’s
performance review process.
To the extent that any skills are not directly represented on the Board, they are augmented through management and
external advisors.
The Company has a Board Skills Matrix setting out the mix of skills that the Board currently has. A copy of this is available
on the Company’s website at https://decidrindustries.ai/corporate-governance. Full details of each Directors’ relevant
skills and experience are set out in the Company’s 2026 Annual Report.
Recommendation 2.1: Nomination Committee
Recommendation 2.3: Independent Directors
An independent director is a Non-Executive Director who is not a member of management and free from any business
or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with,
the independent exercise of judgement.
The Board regularly assesses the independence of each Non-Executive Director in light of the information which each
Director is required to disclose in relation to any material contract or other relationship with the Company in accordance
with the director’s terms of appointment, the Corporations Act 2001, and the Board Charter.
When appointing an independent Director or reviewing the independence of its Directors, the Board will have regard to
the definition of independent director and the factors set out in the Recommendations.
The Board’s assessment of the independence of each Director during the 2026 financial year are set out below.
Name Position Appointment date Status
David Brudenell Executive Chairman
and Co-CEO
15 March 2024
(Executive Chairman from 11 October
2024; Co-CEO from 18 November 2025)
Non-Independent
Adrian Bunter Non-Executive Director 15 March 2024 Independent
Jenny Fielding Non-Executive Director 1 August 2024 Independent
The length of service of each Director is disclosed in the Company’s 2026 Annual Report.
Recommendation 2.4: Majority Independence
As at the date of this Statement, the Company does have a majority of independent directors on the Board.
Further information regarding our Directors, including their experience and qualifications, are set out in the Directors’
Report of our 2026 Annual Report.
Recommendation 2.5: Board Chair
David Brudenell was appointed as the Non-Executive Chairman on 15 March 2024 and from 11 October 2024 transitioned
to the role of Executive Chairman.
The Company does not have a Managing Director. On 18 November 2025, David Brudenell and Paul Chan (founder of
Decidr) were appointed as co-Chief Executive Officers.
Although Mr Brudenell is not considered to be an Independent Director, the Company has adopted a number of practices
to regulate the division of responsibilities between the Board and management, and the accountability of management
to the Board.
Recommendation 2.6: Induction, Education and Training
New Directors are provided with copies of all relevant documents and policies governing the Company’s business,
operations and management, at the time of joining the Board. All Directors are provided with ongoing professional
development and training opportunities to enable them to develop and maintain their skills and knowledge. Directors are
also encouraged to personally undertake appropriate training and refresher courses as appropriate to maintain the skills
required to discharge their obligations to the Company.
Corporate Governance Statement
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
Recommendation 3.1: Statement of Values
The Company has adopted a statement of values (which forms part of the Company’s Corporate Governance policies)
that is available on the Company’s website at https://decidrindustries.ai/corporate-governance.
The Board recognises the need to observe the highest standards of corporate practice and business conduct.
The Company has adopted a Code of Conduct (Code), which is intended to provide guidance to the Directors, senior
executives and any other officers and employees who have the opportunity to materially influence the integrity, strategy
and operation of the business and its financial performance. It identifies the practices necessary to maintain public
confidence in the company’s integrity and it engenders the responsibility and accountability of individuals for reporting
and investigating reports of unethical practices.
The Code is not intended to address every circumstance, nor is it a summary of all the laws and regulations that apply
to the Company.The Board and employees are always expected to use their common sense and best judgement when
addressing business conduct issues, and to seek guidance if the best course of action is not clear.
Accordingly, the Board has adopted a Code of Conduct designed to:
• provide a benchmark for professional behaviour throughout the Company;
• support the Company’s business reputation and corporate image; and
• make Directors’ and employees aware of the consequences if they breach the Code.
The Code can be found on our website at https://decidrindustries.ai/corporate-governance.
The key aspects of this Code are to:
• act fairly with honesty and integrity in the best interests of the Company and in the reasonable expectations of
shareholders;
• act in accordance with all applicable laws, regulations, and the Company policies and procedures;
• have responsibility and accountability for individuals for reporting and investigating reports of unethical practices;
and
• use the Company’s resources and property properly.
The Code sets out the Company’s policies on various matters including ethical conduct, business conduct, compliance,
privacy and security of information.The Code requires that material breaches of the Code are reported to the Board.
Recommendation 3.3:Whistleblower Policy
In committing to the highest standards of conduct and ethical behaviour in its business activities, the Company
encourages the reporting of any instances of suspected unethical, illegal, fraudulent or undesirable conduct involving
the Company or any of its partners and will ensure that those persons who make a report, are free to do so without fear
of intimidation, disadvantage or reprisal.
Accordingly, the Board has adopted a Whistleblower Policy, and a copy of the Company’s Whistleblower Policy is
available on the Company’s website at https://decidrindustries.ai/corporate-governance.
All incidents, whether material or not, are summarised to the Board. Any serious or material incident will be considered
for immediate referral to the Chair of the Board.
Recommendation 3.4: Anti-bribery and Anti-corruption Policy
The Company is committed to conducting its business and activities in accordance with all applicable laws, rules and
regulations and with the highest integrity.The Company is committed to a zero-tolerance approach to bribery and
corruption, in any form, whether in the public or private sector, anywhere in the world.The Company has adopted an
Anti-bribery and Anti-corruption Policy which operates in parallel to the Corporate Code of Conduct, Risk Management
Policy and the Whistleblower Policy.
Corporate Governance Statement
Recommendation 3.2: Code of Conduct
Corporate Governance Statement
A copy of the Company’s Anti-bribery and Anti-corruption Policy is available on the Company’s website at https://
decidrindustries.ai/corporate-governance.
All incidents, whether material or not, are summarised to the Board. Any serious or material incident will be considered
for immediate referral to the Chair of the Board as applicable.
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
Recommendation 4.1: Audit Committee
The Company’s Audit and Risk Committee Charter provides for the creation of a Committee, with at least three members,
a majority of whom are independent Directors, and which must be chaired by an independent Director.The Audit and
Risk Committee Charter is available on our website at https://decidrindustries.ai/corporate-governance.
Due to the current size of the Company, the Board has determined that the function of the Audit and Risk Committee is
most efficiently carried out with full Board participation and accordingly, the Company has elected not to establish
a separate Audit and Risk Committee at this stage.
As a result, the Board will fulfil the roles and responsibilities of the Audit and Risk Committee.
The Board devotes time on at least an annual basis to consider the robustness of the various internal control systems
it has in place to safeguard the integrity of the Company’s financial reporting.
In addition, following the completion of each half year review and annual audit review, the Company’s external auditors
confer with the Board on any matters identified during the course of the audit that have the potential to increase the
Company’s exposure to risks of material misstatements in its financial reports.
The full Board also assumes responsibility for recommendations to security holders on the appointment and removal of
the external auditor. Audit partner rotations will be enforced in accordance with the relevant guidelines. It also has risk
management and internal control functions as set out under Recommendation 7.1.
External Auditor
Our external auditor, Horizon Nexus (Audit) Pty Ltd (formerly named MVAB Audit Pty Ltd), attends our AGM and a
representative is available to answer shareholder questions about the conduct of the audit and the preparation and
content of the auditor’s report.
Horizon Nexus independence declaration is contained in the Directors’ Report in our 2026 Annual Report.
The effectiveness, performance and independence of the external auditor is reviewed annually by the Board.
Recommendation 4.2: Assurances
The co-Chief Executive Officer and Chief Financial Officer (in this person’s absence, a member of the senior finance team)
provide a declaration to the Board prior to the Company’s approval of financial statements for a financial period that the
financial records have been properly maintained and that the financial statements comply with the appropriate accounting
standards and give a true and fair view of the financial position and performance of the Company on the basis of a sound
system of risk management and internal control which is operating effectively.
Recommendation 4.3: Periodic Corporate Reports
The Company also undertakes an internal verification process in relation to all material released to ASX, including non-
audited periodic reports.
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
Recommendation 5.1: Continuous Disclosure Policy
We are committed to providing information to shareholders and to the market in a manner that is consistent with the
meaning and intention of the ASX Listing Rules and the Corporations Act.
To comply with these obligations, the Board has adopted a Continuous Disclosure Policy, which is available on our
website at https://decidrindustries.ai/corporate-governance.This Continuous Disclosure Policy sets out the key
obligations of directors and employees in relation to the Company’s continuous disclosure requirements.
The Board has overarching responsibility for compliance with continuous disclosure obligations and Board approval is
required for certain key matters (as set out in the Continuous Disclosure Policy) and matters may be referred to the Board
for approval by the Executive Chairman or the Company Secretary.
The Board is committed to the promotion of investor confidence by ensuring that trading in the Company’s securities
takes place in an efficient, competitive and informed market and in compliance with our Trading Policy (as applicable).
In accordance with continuous disclosure obligations under the ASX Listing Rules, the Company has procedures in place
to ensure that all price sensitive information is identified, reviewed by management and disclosed to the ASX in a timely
manner.The Company website includes a link to all information disclosed to the ASX.
Recommendation 5.2: Material Market Announcements
The Company, through the Company Secretary, will ensure that its board receives copies of all material market
announcements promptly after they have been made.
Recommendation 5.3: Investor or Analyst Presentations
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
Recommendation 6.1: Information and Governance
decidrindustries.ai/corporate-governance.
The Company also maintains a separate investor page on our website to provide shareholders with links to annual and
interim reports, ASX announcements, presentations and other key information.
Recommendation 6.2: Investor Relations
We endeavour to communicate with shareholders and other stakeholders in an open, regular and timely manner so that
the market has sufficient information to make informed investment decisions.
Through its shareholder communications, we aim to provide information that will allow existing shareholders, potential
shareholders and financial analysts to make informed decisions about the Company’s intrinsic value and meet its
obligations under the ASX’s continuous disclosure regime.
Corporate Governance Statement
The Company, through the Company Secretary will ensure that a copy of any new and substantive investor or analyst
presentation is released on the ASX Market Announcements Platform ahead of the presentation.
Information about the Company and its corporate governance policies is available on our website at https://
Our investor relations program includes:
• issuing regular written shareholder communications such as an Annual Report to address the Company’s strategy
and performance;
• sending and receiving shareholder communications electronically;
• maintaining the Board and corporate governance and investor sections on our website including posting all
announcements after they have been disclosed to the market;
• promoting two-way interaction with shareholders, by supporting shareholder participation at general meetings
including encouraging shareholders to send their questions to the Company prior to the annual general meeting and
responding to their questions and feedback; and
• ensuring that continuous disclosure obligations are understood and complied with throughout the Company.
Shareholder queries should be referred to the Company Secretary in the first instance. Our Company’s Policy for
Continuous Disclosure is available on our website at https://decidrindustries.ai/corporate-governance.
Recommendation 6.3: Shareholder Meeting Participation
Shareholders may request the Company’s Annual Report (it is otherwise made available on the Company’s website) and
documents relating to each general meeting, being the notice of meeting, any explanatory memorandum and a proxy
form and shareholders are invited to attend these meetings.
The Board regards each general meeting as an important opportunity to communicate with shareholders and it provides a
key forum for shareholders to ask questions about the Company, its strategy and performance. At shareholder meetings,
the Company will provide an opportunity for shareholders and other stakeholders to hear from and put questions to the
Board, management and if applicable our external auditor.
Recommendation 6.4:Voting on Substantive Shareholder Resolutions
Recommendation 6.5: Electronic Communication with Shareholders
Security holders can register with the Company to receive email notifications when an announcement is made by the
Company to the ASX, including the release of the Annual Report, half yearly reports and quarterly reports. Links are made
available to the Company’s website on which all information provided to the ASX is immediately posted.
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
Recommendation 7.1: Risk Committee
The Company’s Audit and Risk Committee Charter provides for the creation of a Committee, with at least three members,
a majority of whom are independent Directors, and which must be chaired by an independent Director.The Audit and
Risk Committee Charter is available on our website at https://decidrindustries.ai/corporate-governance.
Due to the current size of the Company, the Board has determined that the function of the Audit and Risk Committee
is most efficiently carried out with full Board participation and accordingly, the Company has elected not to establish a
separate Audit and Risk Committee at this stage.
As a result, the Board will fulfil the roles and responsibilities of the Audit and Risk Committee.
The Board devotes time on at least an annual basis to fulfil the roles and responsibilities associated with overseeing risk
and maintaining the Company’s risk management framework and associated internal compliance and control procedures.
Corporate Governance Statement
The Company will ensure that all substantive resolutions at a meeting of its shareholders will be decided by a poll rather
than a show of hands.
Recommendation 7.2: Risk Management Framework
The Company’s risk management framework is supported by the Board of Directors and management.The Board
is responsible for approving and reviewing the Company’s risk management strategy and policy. Management are
responsible for monitoring that appropriate processes and controls are in place to effectively and efficiently manage risk.
Management are responsible for monitoring compliance with and the effectiveness of risk management systems and
controls at a divisional level including financial and non-financial risks. Senior management regularly reports to the Board
on the adequacy of its risk management systems, processes and key matters for consideration.
The Board has adopted an Audit and Risk Committee Charter which sets out the Company’s system of risk oversight,
management of material business risks and internal control.The Company’s risk management framework including risk
profile and risk registers are reviewed on a periodic basis.
In this reporting period, the Board reviewed the Company’s risk management framework and made appropriate changes
to satisfy itself that the framework continues to be sound and that the Company is operating with due regard to the risk
appetite set by the Board.
• Regular monthly reporting of operations and financial results
• Presentations to the Board by key managers on their areas of responsibility
• Annual formal reviews of risks, avenues for mitigation and implementation actions
Corporate Governance Statement
Recommendation 7.3: Internal Audit
The Company does not have an internal audit function so the following measures have been adopted by the Board to
monitor risk management:
Recommendation 7.4: Economic, Environmental and Social Sustainability Risk
The Board has not identified a material exposure requiring separate disclosure under this Recommendation.
The Company is subject to a range of general economic risks, including macro-economic risks, government policy
(including policy regarding technology and research and development), general business conditions, changes in
technology and many other factors.
During the 2026 financial year, the Company undertook a review of the Company’s risk management framework in line with
its Risk Management Policy.
The Company assesses material information for disclosure in accordance with its continuous disclosure obligations under
the ASX Listing Rules.
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
The Company’s Remuneration and Nomination Committee Charter provides for the creation of a Committee, with at least
three members, a majority of whom are independent Directors, and which must be chaired by an independent Director.
This charter is available on our website at https://decidrindustries.ai/corporate-governance.
Due to the current size of the Company, the Board has determined that the function of the Remuneration and Nomination
Committee is most efficiently carried out with full Board participation and accordingly, the Board has elected not to
establish a separate Remuneration and Nomination Committee at this stage.
As a result, the Board will fulfil the roles and responsibilities of the Remuneration and Nomination Committee.
In accordance with the Company’s Remuneration and Nomination Committee Charter the Committee has delegated
responsibilities in relation to remuneration matters which includes assisting the Board to:
• Make recommendations to the Board on:
• executive remuneration and incentive policies;
• the remuneration packages of senior management;
• incentive schemes;
• superannuation arrangements; and
• the remuneration framework for directors.
The Board devotes time on at least an annual basis to fulfil the roles and responsibilities associated with setting the level
and composition of remuneration for Directors and senior
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