Corporate Governance Statement
ABN 41 080 167 264
The Board of Directors of Thorney Opportunities Ltd (TOP or the Company) is committed to maintaining high standards of corporate governance. This Corporate Governance Statement sets out the Company's governance framework for the financial year ended 30 June 2026 and has been prepared with reference to the ASX Corporate Governance Principles and Recommendations (4th Edition) (ASX Recommendations).
The Company is a listed investment company with no employees. Its day-to-day functions and investment activities are managed by Thorney Management Services Pty Ltd (Investment Manager) under an Investment Management Agreement (IMA) approved by shareholders. The Investment Manager performs the tasks that would ordinarily be performed by senior executives. The Board has therefore considered the ASX Corporate Governance Principles and Recommendations having regard to the Company's size, structure and externally managed operating model.
Where the Company's practices depart from the ASX Recommendations, this Statement explains why the Board considers the departure appropriate in the circumstances of the Company.
Current as at and approved by the Board on 4 August 2026
Principle 1
Lay solid foundations for management & oversight
Lay solid foundations for management and oversight
Role of the Board
The Board is responsible for the overall governance and strategic direction of the Company and for overseeing its activities. The Board’s key responsibilities include:
- setting and approving the Company’s strategic direction and investment objectives;
- approving significant transactions, capital management initiatives and corporate actions;
- overseeing the performance of the Investment Manager under the IMA;
- approving financial statements and other market disclosures;
- overseeing the Company’s risk management framework;
- ensuring appropriate standards of corporate governance; and
- reporting to shareholders and safeguarding their interests.
Role of the Investment Manager
Day-to-day management of the Company’s investment activities and administrative functions is delegated to the Investment Manager under the IMA. The Investment Manager is responsible for implementing the Company’s investment strategy, managing the portfolio and providing administrative support to the Board. The Company Secretary supports the Board’s governance obligations.
Board Processes
The Board meets at least quarterly and meets additionally as required. At these meetings, senior managers of the Investment Manager are available to report on the Company’s operations. Directors receive Board papers in advance of meetings. The Company Secretary has a direct reporting line to each director in relation to all matters concerning the proper functioning of the Board and its committees.
Performance Review of the Investment Manager
The Board oversees the performance of the Investment Manager against the Company’s investment objectives and the terms of the IMA. The Board annually reviews the performance of the Investment Manager based on total returns to shareholders and with reference to peer LIC performance and benchmark ASX indices. The non-executive directors meet at least once a year to review and evaluate the performance of the Investment Manager.
During FY2026, the non-executive directors considered position papers prepared by the CFO/Company Secretary containing information relevant to TOP’s performance for the financial year ended 30 June 2025, including total shareholder returns and comparisons with peer LICs and relevant ASX indices. This consideration formed part of the non-executive directors’ annual review of the Investment Manager’s performance under the IMA. The Board will continue to monitor the Investment Manager’s performance having regard to the Company’s investment objectives, shareholder returns and the terms of the IMA.
Director Appointments and Checks
Before appointing a director or putting a director forward for election or re-election, the Company undertakes appropriate checks and provides shareholders with all material information in its possession relevant to the decision whether to elect or re-elect that director.
The Company has not historically entered into separate written appointment agreements with non-executive directors. Directors have entered into deeds of indemnity, insurance and access, director remuneration is approved by the Board within the aggregate fee cap approved by shareholders and disclosed in the Directors’ Report, and directors are subject to the Company’s Constitution, Board Charter and applicable governance policies. The Board intends to review whether separate written appointment letters should be implemented during FY2027.
Board Performance Evaluation
The Board has a process for periodically evaluating the performance of the Board, its committees and individual directors. A performance evaluation was undertaken during FY2026.
Evaluation of Senior Executives
The Company has no employees or senior executives. Accordingly, Recommendation 1.7 is not directly applicable. The Board monitors the performance of the Investment Manager through regular reporting and Board consideration of the Company’s investment performance, portfolio composition, share price discount to NTA and compliance with the IMA.
Diversity
The Company values diversity on the Board and in the management of the Company’s affairs. The Company has not adopted a formal Diversity Policy and, accordingly, has not set measurable objectives for achieving gender diversity. The Board has considered ASX Recommendation 1.5 and, having regard to the size of the Company and the fact that it has no employees, considers that a formal Diversity Policy with measurable objectives is not warranted at this time.
The Board considers diversity in its broadest sense, including gender, age, cultural background, experience and perspectives. The Board will have regard to diversity considerations when identifying candidates for appointment as director. The Board will keep the need for a formal Diversity Policy and measurable objectives under review having regard to any change in the size or nature of the Company.
As at 30 June 2026, the Board comprised four male directors and no female directors. The Company has no employees and no senior executives.
The Company has not promulgated a Diversity Policy nor has it set any measurable objectives for gender diversity in compliance with ASX Recommendation 1.5. As the Company has no employees the Board has determined that a Diversity Policy and the setting of measurable objectives to achieve gender diversity are not warranted at this time. However, the composition of the Board is periodically reviewed.
The Board undertakes a formal annual performance self-assessment of the Board, the Audit and Risk Committee and the Investment Manager.
An evaluation of board performance was undertaken during the financial year ended 30 June 2025 with no material changes proposed to the Board processes or individual director contributions. A review of board composition following the resignation of a director and having regard to the size and the nature of its business, the Company determined to appoint an additional director in 2025, Mr Landos. A four (4) member board is appropriate at this time to sufficiently enable it to effectively discharge its responsibilities to the Company.
The Board annually reviews the performance of the Investment Manager based on total returns to shareholders and with reference to peer LIC performance and benchmark ASX indices.
The non-executive directors meet at least once a year to review and evaluate the performance of the Investment Manager. In the 2024 review, an agreement was reached with the Investment Manager to introduce a high water mark when calculating performance fees, effective from 1 July 2023.
A satisfactory evaluation of the Investment Manager’s performance for the financial year ended 30 June 2025 was undertaken by the independent directors.
The Investment Manager has an established induction process for all its employees with responsibilities under the IMA. As part of this induction process, new senior executives will receive briefings on the business of the Company and the Investment Manager and their policies and procedures. These briefings will focus on the key operational, regulatory, risk and compliance issues that are of relevance to the Company and the Investment Manager.
Principle 2
Structure the board to be effective & add value
Structure the board to be effective and add value
Board Composition
The Board currently comprises four directors:
- Mr Alex Waislitz OAM – Chairman (non-independent)
- Dr Gary Weiss AM – Non-Executive Director (Independent); Lead Independent Director
- Mr Henry Lanzer AM – Non-Executive Director (non-independent)
- Mr Peter Landos – Non-Executive Director (non-independent)
Having regard to the size and nature of its business, the Company has determined that a four-member Board is capable of discharging its responsibilities at this time. The Company's Constitution provides that there must be a minimum of three and a maximum of ten directors. Directors are elected by shareholders and, in accordance with the Constitution, no director holds office for a period longer than three years without standing for re-election by shareholders.
Chairman and Independence
Mr Alex Waislitz OAM serves as Chairman of the Company. Mr Waislitz is not independent, having regard to his role as Managing Director of the Investment Manager and his substantial shareholding in the Company through associated entities.
The Board has considered Mr Waislitz's chairmanship in the context of the ASX Recommendations and is satisfied that his appointment as Chairman is appropriate, having regard to the following matters:
- Mr Waislitz has extensive experience in investment management, capital markets and listed company governance;
- his substantial economic exposure to the Company provides a strong alignment of interests with shareholders;
- the Board includes an independent non-executive director, Dr Gary Weiss AM, who has been appointed as Lead Independent Director and provides objective oversight; and
- the Company's governance framework, including the Audit and Risk Committee, provides appropriate checks and balances.
Notwithstanding the above, the Board acknowledges that Mr Waislitz's chairmanship does not comply with ASX Recommendation 2.5, which recommends that the chair be independent.
Assessment of Directors' Independence
The Board assesses the independence of each non-executive director having regard to the factors set out in Box 2.3 of the ASX Recommendations. The Board reviews the independence of directors annually and at any time there is a change in a director's circumstances.
In assessing Dr Weiss's independence, the Board has considered his length of service since 2013 and remains satisfied that he continues to exercise independent judgement and is free of any interest, position or relationship that might materially interfere with his capacity to act independently.
Majority of Independent Directors
The Board currently comprises one independent director (Dr Gary Weiss AM) out of four. Accordingly, the Company does not comply with ASX Recommendation 2.4, which recommends that a majority of the Board be independent directors. The Board considers that all directors of TOP bring significant expertise and investment experience to the Company and that the current structure is appropriate for the Company at this time. The Board nevertheless keeps the composition of the Board under review.
Mr Waislitz and Substantial Holdings
Mr Waislitz and entities associated with him are substantial holders of TOP. The Board considers that Mr Waislitz's substantial economic exposure to TOP provides a degree of alignment with shareholders, while recognising that potential conflicts may arise and must be managed through the Company's governance framework.
Board Skills and Experience
The Board considers that, collectively, the directors have skills and experience across listed company governance, investment management oversight, financial performance, capital management, risk and compliance oversight, ASX disclosure, corporate law, commercial strategy and public company board experience.
The following table sets out the key skill areas represented on the Board collectively:
Background information on the directors in office is set out in the Directors' Report forming part of the Annual Report.
Director Nomination and Appointment
The Company does not have a separate nomination committee. Having regard to the size and nature of the Company, the Board considers that a separate committee is not warranted and the Board as a whole performs the functions ordinarily undertaken by a nomination committee.
When identifying potential directors, the Board has regard to the range of skills and experience represented on the Board and the need for diversity of thought. The appointment and re-election of directors is subject to shareholder approval in accordance with the Company's Constitution and the ASX Listing Rules.
Director Induction and Professional Development
The Company has an induction process for new directors and provides directors with access to information and briefings relevant to the Company’s business, governance framework and regulatory obligations. Directors are expected to maintain the skills and knowledge required to perform their role effectively, and the Board considers professional development needs as required.
Independent Professional Advice
Each director is entitled to seek independent professional advice, at the Company's expense, on any matter relating to their responsibilities as a director. Prior approval from the Chairman is required before commissioning such advice; this approval will not be unreasonably withheld. Where the Chairman has an actual or potential conflict in relation to the matter, approval may be sought from the chair of the Audit and Risk Committee or the Board excluding the conflicted director.
Board Composition and Skills
| Director | Classification | Appointed / last elected | Notes |
|---|---|---|---|
| Mr Alex Waislitz OAM (Chairman) | Non-independent | 21 Nov 2013 / 14 Nov 2023 | Chairman; substantial holder via associated entities; Managing Director of the Investment Manager |
| Dr Gary Weiss AM | Independent | 21 Nov 2013 / 17 Nov 2025 | Independent non-executive director; Lead Independent Director |
| Mr Henry Lanzer AM | Non-independent | 21 Nov 2013 / 12 Nov 2024 | Non-independent non-executive director |
| Mr Peter Landos | Non-independent | 31 Mar 2025 / 17 Nov 2025 | Non-independent non-executive director |
| Skill / experience area | Represented on Board |
|---|---|
| Executive leadership | Yes |
| Financial markets acumen | Yes |
| Investment management oversight | Yes |
| Listed company governance | Yes |
| Financial reporting and audit | Yes |
| Risk and compliance | Yes |
| ASX disclosure and corporate law | Yes |
| Public policy and regulation | Yes |
| Capital management | Yes |
| Shareholder engagement and investor relations | Yes |
| Strategy | Yes |
The TOP Board must comprise directors with an appropriate range of skills, experience and expertise.
Board skills & experience | Applies to |
Executive leadership | All directors |
Financial markets acumen | All directors |
Governance | All directors |
Public policy and Regulation | All directors |
Shareholder engagement | All directors |
Strategy | All directors |
The Board skills matrix sets out the key skills and experience of the Directors and the extent to which they are represented on the current Board and its Committees.
In addition to the skills and experience outlined in this table the Board considers that each Director has the appropriate attributes such as
- honesty and integrity;
- an understanding of shareholder value;
- has sufficient time to undertake the role appropriately;
- an enquiring mind; and
- a demonstrated commitment to appropriate standards of governance.
Background information on Directors in office is set out in the Directors’ Report of the Annual Report.
The Company’s Constitution provides that there must be a minimum of 3 and a maximum of 10 directors.
The Board currently comprises 1 independent, non-executive director (Dr Gary Weiss AM) and 3 non-independent non-executive directors (Alex Waislitz OAM, Henry Lanzer AM and Peter Landos). The Board regularly assesses the independence of each non-executive director.
Director | Position | Classification | Appointment | Last election |
Alex Waislitz OAM | Chairman | Non-independent | 21 November 2013 | 14 November 2023 |
Henry Lanzer AM | Director | Non-independent | 21 November 2013 | 12 November 2024 |
Dr Gary Weiss AM | Director [1] | Independent | 21 November 2013 | 14 November 2022 |
Peter Landos | Director | Non-independent | 31 March 2025 | n/a |
Thorney Opportunities notes that the current Board does not comply with ASX Recommendation 2.4 with respect to a majority of independent directors. The Board considers that all Directors of TOP bring significant expertise and investment experience to the Company and that the current structure is appropriate for the Company at this time.
Directors are elected by shareholders and in accordance with the provisions of the Constitution, no director holds office for a period longer than 3 years without standing for re-election by the shareholders.
Thorney Opportunities notes that ASX Recommendation 2.3 (modified recommendation for externally managed listed entities) and ASX Recommendation 2.5 states that the chair of the Company and Investment Manager should be independent and, in particular, should not be the same person as the CEO of the entity.
The Board takes the view that it is in the best interests of shareholders that Mr Waislitz be the Chairman of Thorney Opportunities and we make the following observations:
- Mr Waislitz, as the long-term chairman and CEO of the private Thorney Investment Group, has a demonstrated track record of successful investment performance over 3 decades.
- In November 2013, shareholders voted in favour of all Thorney Investment Group proposals, including the appointment of Mr Waislitz as a director, on the expectation he be appointed Chairman of the Company.
- There are well-credentialed non-executive directors serving on the Board.
- The appointment of Dr Gary Weiss as Lead independent director.
- Delegation of certain responsibilities to Board committees.
The Company has a program for inducting new directors and each director individually reviews their training and professional development needs to maintain the skills and knowledge required to effectively perform their role.
Each director may obtain independent professional advice at the expense of the Company on matters arising in the course of their Board duties. The payment for the cost of the advice by the Company is subject to the approval of the Chairman, which will not be unreasonably withheld.
1 Lead Independent Director
Principle 3
Instil a culture of acting lawfully, ethically & responsibly
Instil a culture of acting lawfully, ethically and responsibly
Values and Code of Conduct
The Company has articulated its values, which are reflected in the Company’s Statement of Values. The Board has adopted a Code of Conduct that sets out the standards of ethical behaviour expected of directors, officers and those who act on behalf of the Company. The Statement of Values and Code of Conduct are available on the Company’s website. Material breaches of the Code of Conduct are reported to the Board or an appropriate Board committee.
Conflicts of Interest
Directors are required to disclose any material personal interest in a matter to be considered by the Board and to manage conflicts of interest in accordance with the Corporations Act 2001 (Cth), the Company’s Constitution and the Board’s governance policies. The Board has procedures in place for managing conflicts, including the ability to exclude a conflicted director from deliberations and voting on relevant matters.
Anti-Bribery and Corruption (Recommendation 3.4)
The Company does not have a standalone anti-bribery and corruption policy. The Board has considered ASX Recommendation 3.4 and has determined that a dedicated policy is not necessary or proportionate having regard to the nature and scale of the Company’s operations. In forming this view, the Board notes the following:
- the Company is a listed investment company with no employees and no operating business;
- all executive and management functions are carried out by the Investment Manager under the IMA;
- the Company does not engage in commercial or procurement activities that would ordinarily give rise to heightened bribery or corruption risk; and
- the Company’s Code of Conduct and the governance framework of the Investment Manager collectively address the standards of lawful and ethical conduct expected of those who act on behalf of the Company.
Although the Company does not maintain a separate, standalone anti-bribery and corruption policy, the Company’s Code of Conduct contains specific provisions dealing with anti-bribery and corruption. In particular, the Code of Conduct prohibits the giving of bribes or other improper payments or benefits to public officials, prohibits the payment of secret commissions to persons acting in an agency or fiduciary capacity, and regulates the giving and receiving of gifts and benefits, including a prohibition on gifts or benefits given or received to induce or influence decisions. Designated persons are also required to follow the Investment Manager’s Conflict of Interest Procedures in relation to political donations, gifts and benefits. Any material incidents of bribery or corruption must be reported to the Board.
The Board will continue to monitor developments in regulatory expectations and will reconsider the need for a dedicated policy if the nature or scale of the Company’s activities changes materially.
Whistleblower Policy
The Company has adopted a Whistleblower Policy that complies with the requirements of the Corporations Act. The policy is available on the Company’s website. Material incidents reported under the Whistleblower Policy are reported to the Board or an appropriate Board committee.
The Company has established a whistleblower policy allowing stakeholders to confidentially submit for investigation any serious complaint against the Company or its representatives and provides protections for employees who do so. The Board will be informed of any material concern raised under the Policy or that calls into question the culture of the Company.
A copy of the Whistleblower Policy is available on the Company’s website.
Principle 4
Safeguard the integrity of corporate reports
Safeguard the integrity of corporate reports
Audit and Risk Committee
The Board has established an Audit and Risk Committee to assist the Board in fulfilling its responsibilities in relation to financial reporting, external audit and risk management, and has adopted an Audit and Risk Committee Charter. The Committee is chaired by Dr Gary Weiss AM, an independent director. All directors are invited and encouraged to attend each meeting, and the Committee has direct access to the external auditor, the Company Secretary and senior representatives of the Investment Manager.
During the financial year ended 30 June 2026, the Audit and Risk Committee comprised Dr Gary Weiss AM (Chair) and Mr Henry Lanzer AM. By circular resolution of the Board dated 4 August 2026, Mr Peter Landos was appointed as a member of the Committee. As at the date of this Statement, the Committee comprises Dr Gary Weiss AM, Mr Henry Lanzer AM and Mr Peter Landos.
During FY2026 the Committee comprised two members and did not have a majority of independent directors, and accordingly did not comply with Recommendations 4.1 and 7.1 for that period. As at the date of this Statement, the Committee comprises three members but does not have a majority of independent directors, and accordingly does not fully comply with Recommendations 4.1 and 7.1, which recommend an audit committee of at least three members, a majority of whom are independent, chaired by an independent director. Having regard to the size and nature of the Company, the fact that the Company has no employees and is managed by the Investment Manager under the IMA, and the experience of the Committee members, the Board considers that the Committee structure is appropriate in the circumstances to assist the Board in overseeing and safeguarding the integrity of the Company’s financial reporting and risk management framework.
The Audit and Risk Committee operates under a written charter, which is available on the Company's website. Details of the members of the Committee, their qualifications and experience, and the number of Committee meetings held during the year and attended by each member, are set out in the Directors' Report forming part of the Annual Report.
External Auditor
The Company's external auditor is Ernst & Young (EY), who were appointed by shareholders in 2013. The Audit and Risk Committee Charter includes the procedures for the selection, appointment and removal of the external auditor and for the rotation of the external audit engagement partner. The Committee is responsible for overseeing the relationship with the external auditor, including assessing the auditor's independence and performance, recommending the appointment or removal of the auditor, and reviewing the audit scope and fees. The lead audit engagement partner is rotated at least every five years in accordance with professional and regulatory requirements. The external auditor attends the Company's Annual General Meeting and is available to answer shareholder questions about the audit.
Verification of Unaudited Periodic Corporate Reports
For periodic corporate reports released to the market that are not audited or reviewed by the external auditor, including monthly NTA statements or announcements and shareholder updates, the Company applies internal verification processes appropriate to the nature of the report. These processes include review of the underlying portfolio and accounting information by the Investment Manager and Company Secretary, and, where appropriate, review by the Chairman or Board, before release to ASX.
CEO and CFO Declarations
The Board receives written declarations from the Chairman and CFO/Company Secretary, being the persons who perform the CEO and CFO functions for these purposes, before approving each set of financial statements. The declarations confirm that, in their opinion, the financial records have been properly maintained, the financial statements comply with applicable accounting standards and give a true and fair view of the Company’s financial position and performance, and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.
Thorney Opportunities does not employ its own CEO or CFO. However for the purposes of section 295A of the Corporations Act and ASX Recommendation 4.2, the Chairman and Company Secretary provide the required assurances and declarations each half-year.
The Audit and Risk Committee Charter includes information on the procedures for selection, appointment and removal of the external auditor of the Company and for the rotation of the external audit engagement partner. In 2013 shareholders appointed Ernst & Young as the company’s auditor.
TOP ensures that the external auditor attends the AGM and is available to answer questions relevant to the audit from shareholders.
Principle 5
Make timely & balanced disclosure
Make timely and balanced disclosure
Disclosure Policy
The Company has adopted a Disclosure Policy that sets out the responsibilities of the Company and its directors and officers in relation to the timely and accurate disclosure of material information to the market. The policy is available on the Company’s website.
The Company Secretary, acting in conjunction with the Chairman, is primarily responsible for communications with ASX.
Board Notification of Market Announcements
The Board receives copies of all material market announcements promptly after they are released to ASX.
Investor and Analyst Presentations
Where the Company gives a new and substantive investor or analyst presentation, the presentation materials are released to ASX ahead of the presentation.
Principle 6
Respect the rights of security holders
Respect the rights of security holders
Shareholder Communications
The Company has a Communications Policy and is committed to effective and timely communication with shareholders. The Company provides shareholders with relevant information through its market announcements, NTA statements, the Company’s website and the Annual General Meeting (AGM).
Shareholders are encouraged to participate in general meetings. The AGM provides an opportunity for shareholders to hear from the Board, ask questions and vote on resolutions.
Investor Relations
The Company maintains an investor relations program appropriate to its size and nature. This includes regular NTA and shareholder updates, engagement with shareholders at the AGM, responding to shareholder enquiries and meeting with shareholders upon request. Material feedback received from shareholders is communicated to the Board.
Electronic Communications
Shareholders may elect to receive communications from, and send communications to, the Company and its share registry electronically. The Company communicates with shareholders electronically where practicable, subject to shareholder preferences. Shareholders are encouraged to provide their email addresses and elect to receive communications electronically.
Security Holder Meetings and Poll Voting
The Board provides shareholders with sufficient notice and information to enable them to make informed decisions at general meetings. The Board encourages participation by all shareholders, including through the appointment of proxies.
All substantive resolutions at security holder meetings are decided by poll rather than by a show of hands.
The Company’s AGM will be held on 17 November 2025 and further meeting details will be announced in early October 2025.
The Chairman of the meeting will ensure that shareholders are given the opportunity to participate at the AGM.
The Company encourages shareholders to contact the Share Registry and opt in to receive and send all communications to and from the Company electronically.
Principle 7
Recognise & manage risk
Recognise and manage risk
Risk Management Framework
The Board has responsibility for overseeing the Company's risk management framework. Given the Company's nature as a listed investment company managed externally under the IMA, the principal risks relate to investment performance, market conditions, portfolio concentration, liquidity, counterparty risk, regulatory and compliance matters, and reputational risk.
Internal Controls
The Investment Manager maintains internal control processes and systems which are reviewed by management and, where relevant, considered as part of the external audit of the Company’s financial report. The Company does not have a separate internal audit function. Given the Company has no employees and its operations are managed by the Investment Manager under the IMA, the Board does not consider a standalone internal audit function to be necessary or proportionate. Instead, the Board, through the Audit and Risk Committee, evaluates and seeks to continually improve the effectiveness of the Company’s risk management and internal control processes by reviewing the internal control processes maintained by the Investment Manager, by considering reports from the Investment Manager and the external auditor, and by considering matters arising from the external audit of the Company’s financial report.
Risk Review
The Audit and Risk Committee assists the Board in identifying and monitoring the Company’s material risks. Under its charter, the Audit and Risk Committee is responsible for reviewing the effectiveness of the Company’s risk management framework. A formal review of the risk management framework was not undertaken during FY2026. The Board intends to ensure that a review of the risk management framework is undertaken during FY2027. The Committee meets with the Investment Manager’s senior representatives and the external auditor as appropriate.
Environmental and Social Risks
Given the Company's nature as a listed investment company with no employees and no operating business, the Board considers that the Company has limited direct exposure to material environmental and social risks. The Company may, however, have indirect exposure to environmental and social risks through its portfolio investments. The Investment Manager considers material risks relevant to portfolio companies as part of its investment and portfolio monitoring processes.
Principle 8
Remunerate fairly & responsibly
Remunerate fairly and responsibly
Remuneration Framework
The Company has no employees. Non-executive directors receive fees approved by shareholders within the aggregate limit approved at the AGM. Mr Waislitz does not receive director fees or other remuneration directly from the Company for his role as Chairman. Mr Waislitz is the Managing Director of the Investment Manager, which is entitled to management and performance fees under the IMA, as disclosed in the financial statements.
The Company does not have a separate remuneration committee. Having regard to the size and nature of the Company and the fact that it has no employees, the Board considers that a separate committee is not warranted and the Board as a whole considers director remuneration matters. No director participates in any decision in relation to their own remuneration.
Director Remuneration Disclosure
Full details of director remuneration for the year ended 30 June 2026 are set out in the Directors' Report forming part of the Annual Report.
A summary of the Company’s compliance with each of the ASX Corporate Governance Principles and Recommendations (4th Edition) is set out in the Company’s Appendix 4G, which is lodged with ASX together with this Statement.
This Corporate Governance Statement was approved by the Board of Thorney Opportunities Ltd on 4 August 2026. It is current as at 4 August 2026.
Non-executive Directors are remunerated by a fixed director’s fee including superannuation or as a fixed consulting fee plus GST, as permitted by the Company’s Constitution.
The maximum remuneration of Non-executive Directors is determined by Shareholders at a General Meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. At present the maximum aggregate remuneration of Non-executive Directors is $400,000 per annum. The apportionment of non-executive Director Remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each Non-executive Director. The Board may award additional remuneration to Non-executive Directors called upon to perform extra duties or services on behalf of the Company.
The Non-executive Chairman is employed by the private Thorney Investment Group and does not receive any salary, benefits or incentives for his role as a Director of the Company.
The amount of remuneration for all directors, including all monetary and non-monetary components, are detailed in the directors’ report under Remuneration Report (audited).
The Investment Manager has specified authority and responsibility in regard to management of the Company’s investment portfolio. The Investment Manager is entitled to a base fee and a performance fee in accordance with the IMA.
Persons involved in investment management are employees of the private Thorney Investment Group and are not remunerated by the Company.
Further details on the management fees paid to the Investment Manager are included in the financial statements.