2026 Corporate Governance Statement
Released
Released
Announcement PDF
Data Classification: Private
www.felix.net
Level 13, 239 George Street, Brisbane QLD 4000
Felix Group Holdings Ltd (ACN: 159 858 509)
2026 Corporate Governance Statement
The Board of Felix Group Holdings Ltd (“Felix” or “the Company”) is responsible for the
governance of the Group and its controlled entities (collectively, “the Group”).
The Board has adopted a suite of charters and key corporate governance documents which
define the policies and procedures followed by the Group. These documents can be found in
the Corporate Governance section of the Group’s website.
The policies and procedures were adopted in November 2020 and were effective from the
date the Company listed on the ASX, 12 January 2021. The corporate governance policies
and practices are reviewed periodically and developed to meet the needs of Felix.
The Group’s Corporate Governance Statement references the ASX Corporate Governance
Council Corporate Governance Principles and Recommendations (4th
Edition) (the “ASX
CGPR”).
The ASX CGPR are outlined on the following pages with the corresponding section of this
Corporate Governance Statement addressing the Group’s practices.
This statement provides an outline of the main corporate governance policies and practices
the Group had in place during the 2026 financial year and how the Group’s frameworks aligns
with the ASX CGPR (unless otherwise noted).
This statement has been approved by the Board of Directors of the Group and the information
contained herein is correct as of 29 September 2026.
Website Links:
Company Information
www.felix.net/about
Investors
www.investorhub.felix.net
Corporate Governance
https://investorhub.felix.net/corporate-governance
Recommendations Compliance with Recommendations
Principle 1 – Lay solid foundations for management and oversight
1.1 Roles and responsibilities
of Board and management
The Board adopted and approved a Board Charter on 18
November 2020. The Charter was reviewed, updated and
approved on 20 June 2024. A copy of the Charter is
available at https://investorhub.felix.net/corporate-
governance.
The Board is committed to acting in the best interests of the
Company, and has established the functions and
responsibilities for the Board and those delegated to
management in the Charter.
Data Classification: Private
1.2 Appointment and re-
election of Directors
The Nomination and Remuneration Committee is
responsible for recommending candidates for appointment
to the Board. This includes background checks on
nominated candidates to ensure they have the required
competence, experience and skill levels required by the
business and that candidates are legally eligible to act as
Directors. Full background checks, including criminal
record and bankruptcy checks were performed on all
Directors.
Comprehensive biographical information is provided to
shareholders in the notice of meetings to enable them to
make an informed decision whether to elect or re-elect a
Director.
1.3 Written agreement with
Directors
All directors and senior executives have a written
agreement which formalises the terms of their
appointment. Each Director executes a letter of
appointment which details the terms of their appointment,
and expectation of duties relating to the position.
1.4 Company Secretary The Company Secretary is accountable to the Board,
through the Chair, on all matters to do with the proper
functioning of the Board. All Directors have access to the
Company Secretary.
1.5 Diversity The Group has a diversity policy under which the Board is
responsible for setting of measurable objectives for
achieving gender diversity and monitoring the Group’s
process. The Nomination and Remuneration Committee is
responsible for the implementation and ongoing
management of the policy. A copy of the diversity policy is
available at https://investorhub.felix.net/corporate-
governance.
Gender diversity statistics as at 30 June 2026 are outlined
in the table below:
Male Female
Number of total
employees
75 22
Percentage of total
employees
77% 23%
Number of senior
executives*
5 1
Percentage of senior
executives
83% 17%
Number of total
Board members
3 1
Percentage of total
Board members
75% 25%
*Direct reports to the CEO
The Group is committed to ensuring equal employment
opportunity for all its employees and senior management,
based on merit, ability, performance and potential, in a way
that contributes to the achievement of its corporate
objectives, including diversity.
1.6 Board performance
evaluation
A review of Board performance is conducted by the
Chairperson and Directors on an ongoing basis and
through an annual self‐assessment process. A Board
evaluation process was conducted during the financial
year. Each director’s performance was evaluated against a
set criteria and for any areas of deficiency a mutual action
Data Classification: Private
plan was formulated. All Directors have access to
continuing education and are provided with the information
they need to discharge their responsibilities effectively. The
Company Secretary plays an integral role in supporting the
Board by monitoring Board policy and procedures and co‐
ordinating meeting documentation.
1.7 Management
performance evaluation
The Board has a process in place for the evaluation of
senior executives, which is implemented through the
Nomination and Remuneration Committee. Key
performance indicators for each executive are monitored
on regular basis. A formal assessment of senior executives
was performed during the 2026 financial year.
Principle 2 – Structure the Board to be effective and add value
2.1 Nomination Committee A Nomination & Remuneration Committee has been
established with its own charter, available at
https://investorhub.felix.net/corporate-governance. The
charter was reviewed and updated on 20 June 2024.
The committee is Chaired by an independent Director and
made up of an additional two independent Directors and
one non-independent Director.
The qualifications of all members are set out in the FY26
Annual Report (Directors’ Report).
2.2 Board skills matrix The skills, knowledge and experience set out in the table
below have been identified as those that are required for
the effective management of the Group.
Skill No of Directors (4)
CEO & Executive
Leadership
4
Audit, Finance, Risk 4
Contracting Industry 2
Software/ SaaS 2
Customer/ Marketing 2
M&A 3
International 4
Listed 3
Growth/ Innovation 3
2.3 Board independence and
length of service
The Group currently has four Directors, of which three are
independent Non-executive Directors. The Board is
chaired by Dominic O’Hanlon, an independent Non-
executive Director.
Details of the skills and length of service of each Director
are set out in the FY2026 Annual Report (Directors’
Report).
2.4 Board composition The Board is currently compliant as it has more
independent than non-independent Directors.
The non-independent Director is George Rolleston, a
significant shareholder and long-term Director.
The decision as to whether a Director is independent is
made by the Board.
2.5 Chair independence The Chair, Dominic O’Hanlon, is an independent Non-
executive Director.
Data Classification: Private
2.6 Induction and professional
development.
Each new Board member has been afforded the
opportunity to meet with existing Board members, relevant
senior executives and managers. All Board members are
expected to maintain the skills required to discharge their
respective roles. Where appropriate, specific updates to
changes in regulations and standards will be
communicated to the Directors as part of formal meetings
of the Board or sub-committees.
Principle 3 – Instil a culture of acting lawfully, ethically and responsibly
3.1 Values 1. Build a better way
2. Achieve more together
3. Make it count
3.2 Code of conduct The Group has a Code of Conduct for Directors, senior
executives and employees, which set out the fundamental
principles of business conduct expected by the Group. The
Code of Conduct, as it relates to Directors, is contained
within the Charter, available at
https://investorhub.felix.net/corporate-governance
3.3 Whistleblower policy The Board has adopted a Whistleblower policy to ensure
concerns regarding unacceptable conduct including
breaches of the Group’s code of conduct can be raised on
a confidential basis, without fear of reprisal, or
discriminatory treatment.
Under the Group’s policy, any material breaches are to be
reported to the Chairman and the Company Secretary of
the Board.
A copy of the Whistleblower Policy is available at
https://investorhub.felix.net/corporate-governance
3.4 Anti-bribery and
corruption policy
The Board has a zero-tolerance approach to any acts of
bribery and corruption and is committed to ensuring
Directors and employees are acting professionally, fairly
and with integrity in all business dealings.
Under the Group’s policy, any material breaches are to be
reported to the Chairman and the Company Secretary of
the Board.
A copy of the Anti-Bribery and Anti-Corruption Policy is
available at https://investorhub.felix.net/corporate-
governance.
Principle 4 – Safeguard the integrity of corporate reports
4.1 Audit committee An Audit & Risk Committee has been established with its
own charter, available at
https://investorhub.felix.net/corporate-governance.
The committee is Chaired by an independent Director and
made up of an additional two independent Directors and
one non-independent Director.
The qualifications of all members are set out in the FY26
Annual Report (Directors’ Report).
4.2 CEO & CFO declaration of
financial statements
The Board has received the declaration from the CEO and
CFO required under section 295A of the Corporations Act
2001 in respect of the 2026 financial report.
4.3 Integrity of corporate
reports
To verify the integrity of periodic corporate reports to the
market which are not audited or reviewed by an external
Data Classification: Private
auditor, all corporate reports are, at a minimum, reviewed
prior to release by the CEO, CFO and a Director, usually
the Chairman. In addition, the review of all market sensitive
releases is a permanent Board meeting agenda item.
Principle 5 – Make timely and balanced disclosure
5.1 Disclosure policy The Group has adopted a formal Market Disclosure policy,
a copy of which is available to view at
https://investorhub.felix.net/corporate-governance. The
policy describes the key obligations of the Board and senior
management to ensure the Group’s compliance with its
disclosure requirements as well as guidelines for the
determination of what information and events trigger
reporting requirements. The Board has overall
responsibility for the establishment, implementation and
supervision of the Company’s continuous disclosure
process, it has delegated this authority to the Company
Secretary.
5.2 Material market
announcements
Under the Group’s Market Disclosure policy, all members
of the Board will receive material market announcements
prior to being released.
5.3 Investor presentation
disclosures
Under the Group’s Market Disclosure policy, all substantive
investor analyst presentations will be released on the ASX
Market Announcements Platform ahead of such
presentations.
Principle 6 – Respect the rights of security holders
6.1 Publicly available
governance information
The Group’s website contains extensive information on the
Group, its history and business activities and information
relevant to investors are set out in the guidelines.
Investors may access copies of ASX announcements,
investor presentations, annual reports and the Shareholder
Communication Policy at www.investorhub.felix.net.
6.2 Investor relations
programs
The Group has implemented an investor relations program
and includes the contact details for investor relations on its
market releases.
6.3 Facilitate participation at
meetings of security holders
To facilitate participating at meetings, all security holders
are provided advance notice of meetings which contain
information on how investors could participate in the
meeting.
6.4 Resolutions by poll at
meetings of security holders
The Group’s resolutions at previous AGM’s was conducted
by poll and plans to have all substantive resolutions at
meetings of security holders decided by poll, rather than a
show of hands.
6.5 Electronic communication
to and from security holders
Security holders are afforded the option of being able to
receive communications electronically, which is managed
through our security registry. The Group also provides
email address to enable investors to contact investor
relations contacts.
Principle 7 – Recognise and manage risk
7.1 Risk committee An Audit & Risk Committee has been established with its
own charter, available at
https://investorhub.felix.net/corporate-governance.
The committee is Chaired by an independent Director and
made up of an additional two independent Directors and
one non-independent Director.
Data Classification: Private
The qualifications of all members are set out in the FY26
Annual Report (Directors’ Report).
7.2 Annual risk review Risks affecting the Group have been regularly monitored
and mitigated as part of the ordinary Board review
processes. A formal risk management framework will be
implemented by the Audit & Risk committee.
7.3 Internal audit The Group, due to its size, does not currently have an
internal audit function. It has employed its Chief Financial
Officer who has been formally tasked with implementing
and improving the current system of controls with regular
feedback to the Board. This has been monitored and
reviewed throughout the year.
7.4 Environmental and social
risk management
Material risks associated with the operations of the Group
have been identified and a Risk Register is maintained by
the Group. The Board does not currently consider the
Group to be materially exposed to environmental or social
risks.
Principle 8 – Remunerate fairly and responsibly
8.1 Remuneration committee A Nomination & Remuneration Committee has been
established with its own charter, available at
https://investorhub.felix.net/corporate-governance.
The committee is Chaired by an independent Director and
made up of an additional two independent Directors and
one non-independent Director.
The qualifications of all members are set out in the FY26
Annual Report (Directors’ Report).
8.2 Disclosure of Executive
and Non-Executive Director
remuneration policy
The Group seeks to attract and retain high performing
Directors and Executives with appropriate skills,
qualifications and experience to add value to the Group and
fulfil the roles and responsibilities required. Additional
details of the Group’s remuneration methodologies are
displayed in the FY26 Annual Report.
Executive remuneration is to reflect performance and
accordingly, remuneration is structured with a fixed
component and performance-based component.
Non-Executive Directors are paid fixed fees for their
services in accordance with the Group’s Constitution.
The Group provides long term incentives to executives and
Directors via its Short and Long Term Management
Incentive and Director Option Plan. The Plans are designed
to focus on long-term shareholder returns. Under the Plans,
participants will be able to exercise their securities subject
to vesting conditions being satisfied.
Further details regarding remuneration and share retention
policies and the remuneration of Executive and Non-
Executive Directors, are set out in the 2026 Annual Report
and detailed in the Securities Trading Policy available at
https://investorhub.felix.net/corporate-governance.
8.3 Policy on hedging equity
incentive schemes
Details of the Group’s Short and Long Term Management
Incentive and Director Option Plan are set out in the
Data Classification: Private
Remuneration Report and included in the FY26 Annual
Report.
The Group’s Plan agreements prohibit transactions which
conflict with the Group’s Securities Trading Policy (which
prohibits Directors and executives entering into margin
lending arrangements or short-term dealings trading in
relation to company securities).
A copy of the Securities Trading policy is available at
https://investorhub.felix.net/corporate-governance.
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