Corporate Governance Statement
Released
Released
Announcement PDF
EASTERN GAS CORPORATION LIMITED
ACN 692 331 838
(COMPANY)
CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement is current as at 30 October 2026 and has been approved by the Board of the Company on that date.
This Corporate Governance Statement outlines the Company's corporate governance practices and the extent to which it has followed the recommendations set out in the
ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (4th Edition) (Recommendations) during the financial year ended 30 June
2026. The Recommendations are not mandatory; however, where the Company has not followed a Recommendation, it has identified the relevant Recommendation,
explained the reasons for the departure, and described the alternative governance practices adopted.
The Board has considered the size, nature and stage of development of the Company's operations and determined that separate Board committees are not currently
warranted. The Board considers that the composition, experience and expertise of the Directors enable the full Board to discharge effectively the responsibilities that would
ordinarily be delegated to an Audit and Risk Committee, Nomination Committee and Remuneration Committee. These responsibilities are therefore undertaken by the full
Board in accordance with the Company's Board Charter and relevant governance policies. The Board reviews this governance structure regularly and will establish
separate committees if it considers this appropriate as the Company grows or its circumstances change.
The Company’s Corporate Governance Plan and governance policies are available in the Corporate Governance section of the Company’s website at
https://easterngas.com.au/corporate-governance.
Principle 1: Lay solid foundations for management and oversight
RECOMMENDATIONS (4th EDITION) FULLY
COMPLY
EXPLANATION
Recommendation 1.1
A listed entity should have and disclose a board charter which sets out
the respective roles and responsibilities of the Board, the Chair and
management, and includes a description of those matters expressly
reserved to the Board and those delegated to management.
YES The Board has adopted a Board Charter which sets out the manner in which its
powers and responsibilities are exercised and discharged, having regard to the
principles of good corporate governance and applicable laws.
The Board Charter clearly defines the respective roles and responsibilities of
the Board and management, including those matters reserved to the Board and
those delegated to management. The Board Charter also sets out the roles and
responsibilities of the Chair and the Company Secretary and provides the
framework for the Company's governance practices.
A copy of the Board Charter is available on the Company's website.
Recommendation 1.2
A listed entity should:
undertake appropriate checks before appointing a director or senior
executive or putting someone forward for election as a Director; and
provide security holders with all material information in its possession
relevant to a decision on whether or not to elect or re-elect a Director.
YES Before appointing a Director or senior executive or putting forward a candidate
for election or re-election as a Director, the Company undertakes appropriate
background checks, including, where appropriate, checks relating to the
individual's character, experience, education, criminal record and bankruptcy
history. The Company provides shareholders with all material information in its
possession that is relevant to a decision on whether to elect or re-elect a
Director in the relevant Notice of Meeting.
RECOMMENDATIONS (4th EDITION) COMPLY EXPLANATION
Recommendation 1.3
A listed entity should have a written agreement with each Director and
senior executive setting out the terms of their appointment.
YES
Directors and senior executives of the Company enter into written agreements
with the Company setting out the terms of their appointment.
Recommendation 1.4
The Company Secretary of a listed entity should be accountable directly
to the Board, through the Chair, on all matters to do with the proper
functioning of the Board.
YES
The Company Secretary is appointed by, and accountable directly to, the Board
through the Chair on all matters relating to the proper functioning of the Board.
The Board Charter sets out the role and responsibilities of the Company
Secretary, including supporting the Board's governance processes, coordinating
Board meetings and advising the Board on governance matters.
Recommendation 1.5
A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board set measurable
objectives for achieving gender diversity in the composition of its
board, senior executives and workforce generally; and
(c) disclose in relation to each reporting period:
(i) the measurable objectives set for that period to achieve gender
diversity;
(ii) the entity’s progress towards achieving those objectives; and
(iii) either:
(A) the respective proportions of men and women on the Board,
in senior executive positions and across the whole
workforce (including how the entity has defined “senior
executive”
for these purposes); or
(B) if the entity is a “relevant employer” under the Workplace
Gender Equality Act, the entity’s most recent “Gender
Equality Indicators”, as defined in the Workplace Gender
Equality Act.
If the entity was in the S&P / ASX 300 Index at the commencement of
the reporting period, the measurable objective for achieving gender
diversity in the composition of its board should be to have not less than
30% of its directors of each gender within a specified period.
NO
The Company has adopted a Diversity Policy which provides a framework for
promoting diversity and inclusion across the organisation, including gender
diversity. The Diversity Policy is available on the Company's website.
The Board recognises that diversity, including gender diversity, contributes to
improved decision-making, innovation and organisational performance. The
Diversity Policy enables the Board to establish measurable objectives for
achieving diversity and to monitor the Company's progress against those
objectives.
Having regard to the Company's current size, stage of development and the size
of its workforce, the Board has not established measurable gender diversity
objectives for the reporting period. The Board remains committed to ensuring that
appointments are made on merit, having regard to the skills, experience,
qualifications and diversity required to meet the Company's needs, and will
continue to review the appropriateness of establishing measurable objectives as
the Company grows. The Board periodically reviews workforce composition and
recruitment practices and will consider adopting formal measurable objectives as
the Company's workforce and operations expand.
The respective proportions of men and women on the Board, in senior executive
positions and across the Company's workforce are disclosed below. For these
purposes, "senior executive" means the key management personnel of the
Company other than the non-executive Directors, as disclosed in the
Remuneration Report in the 2026 Annual Report (being the Managing Director
and Chief Executive Officer and the Company Secretary).
Male Female
Board 100% 0%
Senior Management 100% 0%
Workforce 100% 0%
The Company was not in the S&P / ASX 300 Index at the commencement or at
any time during the reporting period.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation 1.6
A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of the Board, its committees and individual Directors;
and
(b) disclose for each reporting period whether a performance evaluation
has been undertaken in accordance with that process during or in
respect of that period.
NO
The Board is responsible for evaluating the performance of the Board, individual
Directors and, where applicable, Board committees. Performance evaluations are
undertaken in accordance with the Company's Performance Evaluation Process,
which forms part of the Company's Corporate Governance Plan and is available
on the Company's website.
Performance evaluations are intended to be conducted annually and include
consideration of the effectiveness of the Board, the performance of individual
Directors, the interaction between the Board and management, and whether the
Board has the appropriate skills and experience to discharge its responsibilities
effectively.
Performance evaluations were not undertaken during the reporting period. Given
that the Board was constituted on 29 October 2025 and the Company was
admitted to the Official List of ASX during the reporting period, the Board
considered it premature to undertake a formal evaluation in respect of its first part-
year of operation. The Board intends to undertake its first performance evaluation
in accordance with the Performance Evaluation Process during the financial year
ending 30 June 2027.
Recommendation 1.7
A listed entity should:
(a) have and disclose a process for evaluating the performance of its
senior executives at least once every reporting period; and
(b) disclose for each reporting period whether a performance evaluation
has been undertaken in accordance with that process during or in
respect of that period.
YES
The Board has adopted a process for evaluating the performance of the
Company's senior executives, which is set out in the Company's Corporate
Governance Plan and is available on the Company's website.
The performance of senior executives is evaluated annually against agreed
performance criteria, including the performance of the Company, the achievement
of strategic objectives, and the development of management and personnel.
Performance evaluations of the Company's senior executives were undertaken
during the reporting period in accordance with this process.
Principle 2: Structure the Board to be effective and add value
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation 2.1
The Board of a listed entity should:
(a) have a nomination committee which:
1) has at least three members, a majority of whom are independent
Directors; and
2) is chaired by an independent Director, and disclose:
3) the charter of the committee;
4) the members of the committee; and
5) as at the end of each reporting period, the number of times the
committee met throughout the period and the individual
attendances of the members at those meetings; or
(b) if it does not have a nomination committee, disclose that fact and the
processes it employs to address Board succession issues and to
ensure that the Board has the appropriate balance of skills,
knowledge, experience, independence and diversity to enable it to
discharge its duties and responsibilities effectively.
NO
The Company has not established a Nomination Committee. Having regard to the
Company's size, nature and stage of development, the Board considers it
appropriate for the full Board to perform the functions that would ordinarily be
delegated to a Nomination Committee. The Company's Nomination Committee
Charter remains part of the Corporate Governance Plan and guides the Board in
undertaking those responsibilities.
The Board performs these functions in accordance with the Nomination
Committee Charter. The Board is responsible for Board succession planning,
maintaining an appropriate balance of skills, knowledge, experience,
independence and diversity, and reviewing and maintaining the Board Skills
Matrix to ensure the Board continues to discharge its duties effectively.
The Nomination Committee Charter is available on the Company's website.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation 2.2
A listed entity should have and disclose a Board skills matrix setting out
the mix of skills that the Board currently has or is looking to achieve in its
membership.
YES
The Board maintains a Board Skills Matrix to ensure it has an appropriate mix of
skills, experience, knowledge and diversity to discharge its responsibilities
effectively and to support the Company's strategic objectives.
The Board Skills Matrix is reviewed regularly to assess the skills and experience
currently represented on the Board and to identify any areas that may be
considered in future Board succession planning and appointments.
The Board Skills Matrix includes the following key skill areas:
Board Skills Matrix - key skill areas
Mergers and Acquisitions Capital Markets
Financial/Accounting Experience Commercial / Operational Experience
Technical Industry Experience Investor / Public Relations
Health/Safety/Environment Legal
Strategy Corporate Governance, Risk and Compliance
A copy of the Board Skills Matrix is available on the Company's website. Details
of each Director's qualifications, skills and experience are set out in the Directors'
Report on page 30 of the 2026 Annual Report and on the Company's website.
Recommendation 2.3
A listed entity should disclose:
(a) the names of the Directors considered by the Board to be
independent Directors;
(b) if a Director has an interest, position or relationship of the type
described in Box 2.3 of the ASX Corporate Governance Principles
and Recommendations (4th Edition), but the Board is of the opinion
that it does not compromise the independence of the Director, the
nature of the interest, position or relationship in question and an
explanation of why the Board is of that opinion; and
(c) the length of service of each Director.
YES
The Board assesses the independence of each non-executive Director in
accordance with the independence criteria set out in the ASX Corporate
Governance Principles and Recommendations (4th Edition) and the Company's
Board Charter. The Board reviews the independence of its non-executive
Directors regularly and whenever circumstances arise that may affect a Director's
independence.
The Board has reviewed the position and associations of each of the three
Directors who served on the Board during FY26, their length of service and their
status of independence as follows:
• Robert James Canning-Ure, Non-Executive Director and Chair
(appointed 29 October 2025) - approximately 12 months' service as at
the date of this Statement.
• Scott Andrew Brown, Non-Executive Director (appointed 29 October
2025) - approximately 12 months' service as at the date of this
Statement.
• David Edward Spring, Managing Director and Chief Executive Officer
(appointed 29 October 2025) - approximately 12 months' service as at
the date of this Statement.
Mr Spring is not independent as he has held an executive role as Managing
Director and Chief Executive Officer since 29 October 2025.
Mr Brown is not considered to be an independent Director as he is the Managing
Director of Pure One Corporation Limited, a substantial shareholder of the
Company. Accordingly, the Board considers that Mr Brown has a relationship of
the type described in Box 2.3 of the ASX Corporate Governance Principles and
Recommendations (4th Edition).
In making this determination, the Board has had regard to the independence
criteria in the ASX Principles and Recommendations, and other facts, information
and circumstances that the Board considers relevant. The Board assesses the
independence of new Directors upon appointment and reviews their
independence, and the independence of the other Directors as appropriate.
The Company has also disclosed the details of each Director in the Directors'
Report on page 30 of the Company's 2026 Annual Report.
Recommendation 2.4
A majority of the Board of a listed entity should be independent
Directors.
NO
The Company’s Board Charter requires that, where practical, the majority of the
Board should be independent.
The Board currently comprises a total of three Directors, of whom one is
considered to be independent. As such, independent Directors currently do not
comprise the majority of the Board.
The Board does not currently consider an independent majority of the Board to be
appropriate given:
• the speculative nature of the Company’s business, and its limited scale of
activities, means the Company only needs, and can only commercially
sustain, a small Board of three (3) Directors;
• the Company considers it necessary, given its speculative and small-scale
activities, to attract and retain suitable Directors by offering Directors an
interest in the Company; and
• the Company may use equity-based remuneration arrangements from time to
time to preserve cash resources and align Director interests with
shareholders.
The Board will continue to review its composition and as the Company’s activities
evolve, it will appoint further independent Directors when considered appropriate.
Recommendation 2.5
The Chair of the Board of a listed entity should be an independent
Director and, in particular, should not be the same person as the CEO of
the entity.
YES
The Chair of the Board, Robert James Canning-Ure, is an independent Director
and is not the Chief Executive Officer of the Company.
Consistent with the Company's Board Charter, the roles of Chair and Chief
Executive Officer are exercised by separate individuals to promote effective
governance and independent oversight.
Recommendation 2.6
A listed entity should have a program for inducting new Directors and for
periodically reviewing whether there is a need for existing directors to
undertake professional development to maintain the skills and
knowledge
YES The Company has an induction program for newly appointed Directors to assist
them in understanding the Company's business, operations, governance
framework, strategy, key risks and the responsibilities of their role.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
needed to perform their role as Directors effectively. Directors are encouraged to undertake continuing professional development to
maintain and enhance the skills and knowledge required to perform their duties
effectively. The Board regularly reviews the professional development needs of
its Directors and receives briefings on material developments in governance,
legal, regulatory and accounting matters relevant to the Company.
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation 3.1
A listed entity should articulate and disclose its values. YES
The Company is committed to conducting its business lawfully, ethically and
responsibly. Its values of honesty, integrity and respect are set out in the Code of
Conduct and underpin the way the Company conducts its business and interacts
with stakeholders.
The Board is responsible for promoting the Company's values and culture
throughout the organisation. Employees receive appropriate training on the
Company's values, and senior executives are expected to demonstrate and
reinforce those values in the performance of their roles.
The Code of Conduct is available on the Company's website.
Recommendation 3.2
A listed entity should:
(a) have and disclose a code of conduct for its Directors, senior
executives and employees; and
(b) ensure that the Board or a committee of the Board is informed of any
material breaches of that code.
YES
The Company has adopted a Code of Conduct which applies to all Directors,
senior executives and employees. The Code of Conduct sets out the standards of
conduct expected of all personnel and reinforces the Company's commitment to
acting lawfully, ethically and responsibly.
Material breaches of the Code of Conduct are reported to the Board. The Code of
Conduct is available on the Company's website.
Recommendation 3.3
A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the Board or a committee of the Board is informed of any
material incidents reported under that policy.
YES
The Company’s Whistleblower Protection Policy (which forms part of the
Corporate Governance Plan) is available on the Company’s website. Any material
incidents reported under the Whistleblower Protection Policy are to be reported to
the Board or a committee of the Board.
Recommendation 3.4
A listed entity should:
(a) have and disclose an anti-bribery and corruption policy; and
(b) ensure that the Board or a committee of the Board is informed of any
material breaches of that policy.
YES
The Company’s Anti-Bribery and Anti-Corruption Policy (which forms part of the
Corporate Governance Plan) is available on the Company’s website. Any material
incidents arising under the Anti-Bribery and Anti-Corruption Policy are to be
reported to the Board or a committee of the Board.
Principle 4: Safeguard the integrity of corporate reports
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation 4.1
The Board of a listed entity should:
(a) have an audit committee which:
1) has at least three members, all of whom are non-executive
Directors and a majority of whom are independent Directors; and
2) is chaired by an independent Director, who is not the Chair of the
Board, and disclose:
3) the charter of the committee;
4) the relevant qualifications and experience of the members of the
committee; and
5) in relation to each reporting period, the number of times the
committee met throughout the period and the individual
attendances of the members at those meetings; or
(b) if it does not have an audit committee, disclose that fact and the
processes it employs that independently verify and safeguard the
integrity of its corporate reporting, including the processes for the
appointment and removal of the external auditor and the rotation of
the audit engagement partner.
NO
The Company has not established an Audit and Risk Committee. Having regard
to the Company's size, nature and stage of development, the Board considers it
appropriate for the full Board to perform the functions that would ordinarily be
delegated to an Audit and Risk Committee.
The Company's Audit and Risk Committee Charter remains part of the Corporate
Governance Plan and guides the Board in undertaking those responsibilities. The
Board is responsible for overseeing the integrity of the Company's financial
reporting, reviewing the effectiveness of its risk management and internal control
framework, overseeing the appointment, independence and performance of the
external auditor, and reviewing the integrity of periodic corporate reports that are
not audited or reviewed by an external auditor, including by considering
management confirmations, external auditor feedback and relevant supporting
information before approval.
The Board collectively possesses the skills and experience necessary to
discharge the functions of an audit committee. The Board is also responsible for
the selection, appointment and removal of the external auditor (subject to the
approval of shareholders at a general meeting where required under the
Corporations Act 2001 (Cth)) and for monitoring the rotation of the lead audit
engagement partner in accordance with the Corporations Act.
The Audit and Risk Committee Charter is available on the Company's website.
Recommendation 4.2
The Board of a listed entity should, before it approves the entity’s
financial statements for a financial period, receive from its CEO and
CFO a declaration that the financial records of the entity have been
properly maintained and that the financial statements comply with the
appropriate accounting standards and give a true and fair view of the
financial position and performance of the entity and that the opinion has
been formed on the basis of a sound system of risk management and
internal control which is operating effectively.
YES
Before approving the Company's financial statements for each financial reporting
period, the Board receives declarations from the Chief Executive Officer and
Chief Financial Officer (or, where applicable, the persons performing those
functions) that the financial records have been properly maintained, the financial
statements comply with the 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.
Recommendation 4.3
A listed entity should disclose its process to verify the integrity of any
periodic corporate report it releases to the market that is not audited or
reviewed by an external auditor.
YES
The Board has established procedures for verifying the integrity of any periodic
corporate report released to the market that is not audited or reviewed by an
external auditor.
Prior to release, such reports are prepared by management. The verification
process includes review by the Managing Director, Company Secretary and,
where relevant, technical advisers and external service providers before Board
approval to ensure the reports are materially accurate, balanced and provide
investors with appropriate information to make informed investment decisions.
The verification process includes confirmation that the report is consistent with
the Company's internal reporting, is supported by appropriate information and
complies with the Company's governance and continuous disclosure processes.
Principle 5: Make timely and balanced disclosure
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation 5.1
A listed entity should have and disclose a written policy for complying
with its continuous disclosure obligations under listing rule 3.1.
YES
The Company has adopted a Continuous Disclosure Policy to ensure compliance
with its continuous disclosure obligations under the ASX Listing Rules and the
Corporations Act.
The Continuous Disclosure Policy establishes procedures for the timely
identification, review, approval and release of material information to ASX and is
designed to ensure that the Company provides timely, balanced and accurate
disclosure to the market.
The Continuous Disclosure Policy is available on the Company's website.
Recommendation 5.2
A listed entity should ensure that its board receives copies of all material
market announcements promptly after they have been made.
YES
The Board is provided with copies of all material market announcements
promptly after they have been released to ASX.
Recommendation 5.3
A listed entity that gives a new and substantive investor or analyst
presentation should release a copy of the presentation materials on the
ASX Market Announcements Platform ahead of the presentation.
YES
Before any new and substantive investor or analyst presentation is given, a copy
of the presentation materials is released to ASX in accordance with the
Company's Continuous Disclosure Policy.
Principle 6: Respect the rights of security holders
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation 6.1
A listed entity should provide information about itself and its governance to
investors via its website.
YES
The Company provides information about itself and its governance to investors
through its website.
The Company's website contains information about its business and activities,
ASX announcements, annual and financial reports, and key corporate
governance policies and charters, including the Corporate Governance Plan. The
Company regularly reviews and updates the information available on its website
to ensure it remains current and relevant.
RECOMMENDATIONS (4TH EDITION) COMPLY EXPLANATION
Recommendation 6.2
A listed entity should have an investor relations program that facilitates
effective two-way communication with investors.
YES
The Company has adopted a Shareholder Communications Strategy to promote
effective two-way communication with shareholders and investors.
The Shareholder Communications Strategy outlines the Company's approach to
communicating with shareholders, encouraging shareholder participation and
providing investors with timely access to information about the Company. The
Shareholder Communications Strategy is available on the Company's website.
Recommendation 6.3
A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
YES
The Company encourages shareholders to participate in general meetings and
Annual General Meetings and provides shareholders with the opportunity to ask
questions of the Board, management and the external auditor, where
appropriate.
Shareholders are encouraged to submit questions in advance of meetings and
may ask questions during meetings.
The Company's Shareholder Communications Strategy sets out the processes
by which the Company facilitates shareholder participation at meetings, including
through the provision of notices of meeting, explanatory material, proxy voting
and electronic communications.
The Shareholder Communications Strategy is available on the Company's
website.
Recommendation 6.4
A listed entity should ensure that all substantive resolutions at a meeting
of security holders are decided by a poll rather than by a show of hands.
YES
The Company's practice is that all substantive resolutions at meetings of security
holders will be decided by a poll rather than by a show of hands. No meeting of
security holders has been held since the Company was admitted to the Official
List of ASX.
Recommendation 6.5
A listed entity should give security holders the option to receive
communications from, and send communications to, the entity and its
security registry electronically.
YES
The Company encourages shareholders to receive communications electronically
and provides shareholders with the option to communicate with both the
Company and its share registry electronically.
The Company's Shareholder Communications Strategy outlines the various
methods by which shareholders may receive information from, and communicate
with, the Company, including through the Company's website, ASX
announcements and electronic communications. The Shareholder
Communications Strategy is available on the Company's w
Share your feedback
Discover