Corporate Governance Statement
ABN 66 096 782 188
The Board of Directors of Thorney Technologies Ltd (TEK 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 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.
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 CFO/Company Secretary supports the Board’s governance obligations.
Board Processes
The Board holds regular meetings throughout the year and meets additionally as required. Directors receive Board papers in advance of meetings. The Company Secretary attends all Board meetings and is accountable directly to the Board, through the Chairman, on all governance matters.
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.
During FY2026, the Board continued to monitor the performance of the Investment Manager through regular reporting and Board consideration of the Company’s investment performance, portfolio composition and share price discount to NTA. On 24 February 2026, the Company announced that the Board had established a Board sub-committee and that the Investment Manager had agreed to undertake an internal review and report back to that sub-committee. 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.
Principle 2
Structure the board to be effective and add value
Structure the board to be effective and add value
Board Composition
The Board currently comprises four directors:
- Mr Alex Waislitz – Chairman
- Mr Alan Fisher – Non-Executive Director (Independent)
- Mr Martin Casey – Non-Executive Director
- Mr Jeremy Leibler – Non-Executive Director
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 Board nevertheless recognises the benefits of additional independent representation and intends to undertake a process to identify a suitable additional independent director for appointment to the Board. Mr Tim Birch served as an independent non-executive director during FY2026 and resigned on 17 November 2025.
Director | Independent | Appointment and service | Notes |
Mr Alex Waislitz (Chairman) | No | 9 December 2016 | Chairman; substantial holder via associated entities; Managing Director of the Investment Manager |
Mr Alan Fisher | Yes | 29 August 2014 | Independent non-executive director |
Mr Martin Casey | No | 22 June 2016 | Non-independent non-executive director |
Mr Jeremy Leibler | No | 9 December 2016 | Non-independent non-executive director |
Mr Tim Birch | Yes | 8 November 2021 to 17 November 2025 | Served as an independent non-executive director during FY2026; resigned 17 November 2025 |
Chairman and Independence
Mr Alex Waislitz 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 who 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 directors’ circumstances.
In assessing Mr Fisher’s independence, the Board has considered his length of service 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.
The Company notes that the current Board does not comply with ASX Recommendation 2.4 as it does not have a majority of independent directors. The Board considers that the current directors bring significant expertise and experience to the Company. However, the Board recognises the benefits of additional independent representation and intends to undertake a process to identify a suitable additional independent director.
Majority of Independent Directors
The Board currently comprises one independent director 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 this position appropriate in the circumstances of the Company, as further described above.
Mr Waislitz and Substantial Holdings
Mr Waislitz and entities associated with him are substantial holders of TEK. The Board considers that Mr Waislitz’s substantial economic exposure to TEK 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:
Skill / Experience Area | Represented on Board |
General Experience and skills | |
Listed company governance and board experience | Yes |
Strategy and commercial experience | Yes |
Financial reporting and audit and capital management | Yes |
Risk management and compliance | Yes |
Legal, regulatory and ASX disclosure | Yes |
Shareholder engagement and investor relations | Yes |
Investment and industry experience | |
Investment management and portfolio oversight | Yes |
Technology and growth company investing | Yes |
Director Nomination and Appointment
Given the size of the Company, the Board acts as a whole in considering nominations and appointments. 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.
Principle 3
Act lawfully, ethically and responsibly
Instill 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.
Principle 4
Safeguard integrity in corporate reporting
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.
During FY2026, the Audit and Risk Committee comprised Mr Alan Fisher, Mr Jeremy Leibler and Mr Tim Birch (until his resignation on 17 November 2025). Mr Fisher, an independent director, chairs the Committee. By circular resolution of the Board dated 2 July 2026, Mr Martin Casey was appointed as a member of the Committee. As at the date of this Statement, the Committee comprises Mr Alan Fisher, Mr Jeremy Leibler and Mr Martin Casey.
Until Mr Birch’s resignation on 17 November 2025, the Committee comprised three members, a majority of whom were independent, and complied with Recommendations 4.1 and 7.1. Following Mr Birch’s resignation, the Committee comprised two members for the remainder of FY2026 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. 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 the Committee structure appropriate. All directors are invited to attend Committee meetings and the Committee has direct access to the external auditor, the Company Secretary and senior representatives of the Investment Manager.
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). The Audit and Risk 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.
Principle 5
Make timely and 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 shareholders
Respect the rights of security holders
Shareholder Communications
The Company 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.
Principle 7
Recognise and 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 and 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 associated with the Investment Manager, which is entitled to management and performance fees under the IMA, as disclosed in the financial statements.
Given the size and nature of the Company, the Board as a whole considers matters relating to director remuneration rather than through a separate remuneration committee. 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 Technologies Ltd on [DATE]. It is current as at [DATE].