Rules 4.7.3 and 4.10.3 ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1 Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations Name of entity CleanSpace Holdings Limited ABN/ARBN Financial year ended: 91…
Rules 4.7.3 and 4.10.3
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
CleanSpace Holdings Limited
ABN/ARBN Financial year ended:
91 150 214 636 30 June 2026
Our corporate governance statement
1
for the period above can be found at:
2
☐
These pages of our
annual report:
☒
This URL on our
website:
https://cleanspacetechnology.com/governance/
The Corporate Governance Statement is accurate and up to date as at 28 August 2026 and has been
approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
3
Date: 28 August 2026
Name of authorised officer
authorising lodgement:
Elissa Hansen
1
“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which
discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during
a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a
corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a
statement is located. The corporate governance statement must disclose the extent to which the entity has followed the
recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a
recommendation for any part of the reporting period, its corporate governance statement must separately identify that
recommendation and the period during which it was not followed and state its reasons for not following the recommendation and
what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual
report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with
ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of
Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual
report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance
disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s
recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of
Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve
different purposes and an entity must produce each of them separately.
2
Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where
your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not
applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and
you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
See notes 4 and 5 below for further instructions on how to complete this form.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 2
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
out:
(a) the respective roles and responsibilities of its board and
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
☒
and we have disclosed a copy of our board charter at:
https://cleanspacetechnology.com/governance/
1.2 A listed entity should:
(a) undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as
a director; and
(b) 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.
☒
1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
☒
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.
☒
4
Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert
the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you
need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual
report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate
governance/charters/”).
5
If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 3
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
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:
(1) the measurable objectives set for that period to
achieve gender diversity;
(2) the entity’s progress towards achieving those
objectives; and
(3) 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 and published under that 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.
☒ set out in our Corporate Governance Statement
and we have disclosed a copy of our diversity policy at:
https://cleanspacetechnology.com/governance
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.
☒
and we have disclosed the evaluation process referred to in
paragraph (a) at:
https://cleanspacetechnology.com/governance/
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 4
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
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.
☒
and we have disclosed the evaluation process referred to in
paragraph (a):
in our Corporate Governance Statement
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process:
in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 5
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
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.
☒
and we have disclosed a copy of the charter of the committee at:
https://cleanspacetechnology.com/governance/
and the information referred to in paragraphs (4) and (5) at:
in our Annual Report
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.
☒
and we have disclosed our board skills matrix:
in our Corporate Governance Statement
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, affiliation or
relationship of the type described in Box 2.3 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.
☒
and we have disclosed the names of the directors considered by the
board to be independent directors at:
in our Corporate Governance Statement
and the length of service of each director:
in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 6
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
2.4 A majority of the board of a listed entity should be independent
directors.
☒ set out in our Corporate Governance Statement
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.
☒ set out in our Corporate Governance Statement
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 needed to perform their role
as directors effectively.
☒
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
☒
and we have disclosed our values at:
in our corporate Governance Statement
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.
☒
and we have disclosed our code of conduct at:
https://cleanspacetechnology.com/governance/
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.
☒
and we have disclosed our whistleblower policy at:
https://cleanspacetechnology.com/governance/
3.4 A listed entity should:
(a) have and disclose an anti-bribery and corruption policy;
and
(b) ensure that the board or committee of the board is
informed of any material breaches of that policy.
☒
and we have disclosed our anti-bribery and corruption policy at:
https://cleanspacetechnology.com/governance/
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 7
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
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.
☒
and we have disclosed a copy of the charter of the committee at:
https://cleanspacetechnology.com/governance/
and the information referred to in paragraphs (4) and (5) at:
in our Annual Report.
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, in their opinion, 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.
☒
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.
☒
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 8
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.
☒
and we have disclosed our continuous disclosure compliance policy
at:
https://cleanspacetechnology.com/governance/
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
☒
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.
☒
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.
☒
and we have disclosed information about us and our governance on
our website at:
https://cleanspacetechnology.com/governance/
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
☒
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
☒
and we have disclosed how we facilitate and encourage participation
at meetings of security holders:
in our Corporate Governance Statement
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.
☒
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.
☒
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 9
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of
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 risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
☒ we have disclosed a copy of the charter of the committee at:
https://cleanspacetechnology.com/governance/
and the information referred to in paragraphs (4) and (5) at:
in our Annual Report
7.2 The board or a committee of the board should:
(a) review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound and
that the entity is operating with due regard to the risk
appetite set by the board; and
(b) disclose, in relation to each reporting period, whether
such a review has taken place.
☒
and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting period:
in our Corporate Governance Statement
7.3 A listed entity should disclose:
(a) if it has an internal audit function, how the function is
structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes.
☒
and we have disclosed the fact that we do not have an internal audit
function and the processes we employ for evaluating and continually
improving the effectiveness of our risk management and internal
control processes at:
in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 10
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.
☒
and we have disclosed whether we have any material exposure to
environmental and social risks at:
in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 11
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a) have a remuneration 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 remuneration committee, disclose
that fact and the processes it employs for setting the level
and composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
☒
and we have disclosed a copy of the charter of the committee at:
https://cleanspacetechnology.com/governance/
and the information referred to in paragraphs (4) and (5):
in our Annual Report
8.2 A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.
☒
and we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives:
in our Annual Report
8.3 A listed entity which has an equity-based remuneration scheme
should:
(a) have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary of it.
☒
and we have disclosed our policy on this issue or a summary of it:
in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 12
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language
in which board or security holder meetings are held or key
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to
those documents.
9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.
9.3 A listed entity established outside Australia, and an externally
managed listed entity that has an AGM, should ensure that its
external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-
Alternative to Recommendation 1.1 for externally managed
listed entities:
The responsible entity of an externally managed listed entity
should disclose:
(a) the arrangements between the responsible entity and the
listed entity for managing the affairs of the listed entity;
and
(b) the role and responsibility of the board of the responsible
entity for overseeing those arrangements.
-
Alternative to Recommendations 8.1, 8.2 and 8.3 for externally
managed listed entities:
An externally managed listed entity should clearly disclose the
terms governing the remuneration of the manager.
CleanSpace Holdings Limited Corporate Governance Statement1
Corporate Governance Statement
|
2026
CleanSpace Holdings Limited
ABN 91 150 214 636
Unit 5, 39 Herbert St
St Leonards NSW 2065
The Company’s current departures from the ASX
Recommendations are included at Section 18 below.
The key aspects of the Board’s governance practices
are summarised below. These charters and policies
referred to in this statement are available on
CleanSpace’s website at: cleanspacetechnology.com/
governance.
3. Board of Directors
The Directors bring to the Board relevant experience
and skills, including industry and business knowledge,
financial management and corporate governance
experience. Each Director has confirmed to the
Company that they anticipate being able to perform
their duties as a Non-Executive Director or Executive
Director, as the case may be, without constraint
having regard to their other commitments.
3.1 Directors
CleanSpace undertakes appropriate checks
before appointing a director or senior executive or
putting someone forward for election as a director.
CleanSpace provides shareholders with all material
information in its possession relevant to a decision on
whether or not to elect or re-elect a director.
CleanSpace has a written agreement with each director
and senior executive setting out the terms of their
appointment. It also has a program for inducting new
directors and periodically reviewing whether there is a
need for existing directors to undertake professional
development to maintain the skills and knowledge
needed to perform their role as directors effectively.
The Board considers Ms Hennessy and Mr Cassano to
be independent directors. Mr McLean and Mr Kao are
not considered independent for the reasons set out
below. Details of current directors are listed below:
Mr Graham McLean
Non-Executive Chairman
B.Sc. (Hons), CPA, FCMA, GAICD
Length of service: 4 years and 6 months
Mr McLean was appointed as a non-executive director
of CleanSpace in February 2022. In January 2023, he
was appointed as the Company’s Chief Executive
CLEANSPACE HOLDINGS LIMITED
ACN 150 214 636
This 2026 Corporate Governance Statement was
adopted by the Board on 28 August 2026.
- Background
CleanSpace Holdings Limited (“CleanSpace” or “the
Company”) is committed to adopting best practice
in corporate governance where these practices are
appropriate for the business.
The corporate governance arrangements for
CleanSpace Holdings Limited are set by the Board
having regard to the ASX Corporate Governance
Council’s Corporate Governance Principles and
Recommendations (4th Edition), the governance
standards adopted generally by companies of a
similar size to CleanSpace and in the best interests
of CleanSpace and its shareholders. The principal
features of CleanSpace’s governance framework
are set out in this Corporate Governance Statement
together with the extent to which CleanSpace
follows the recommendations set by the ASX
Corporate Governance Council.
- ASX Corporate Governance
Principles and Recommendations
The ASX Corporate Governance Council has
developed and released its fourth edition of the
corporate governance recommendations for
Australian listed entities (ASX Recommendations)
in order to promote investor confidence and to
assist companies to meet stakeholder expectations.
The recommendations are not prescriptions, but
guidelines. However, under the ASX Listing Rules,
CleanSpace is required to provide a statement
annually disclosing the extent to which it has
followed the ASX Recommendations in the relevant
reporting period. Where CleanSpace does not
follow a recommendation, it must identify the
recommendation that has not been followed
and give reasons for not following it and must
also disclose what (if any) alternative governance
practices it adopted in lieu of the recommendation
during that period.
Corporate Governance Statement
2CleanSpace Holdings Limited Corporate Governance Statement
For the year ended 30 June 2026
Corporate Governance Statement
Ms Lisa Hennessy
Independent Non-Executive Director
MBA, B.Sc (Hons), GAICD
Length of service: 4 years and 8 months
Ms Hennessy is an American born Harvard Business
School graduate and a highly experienced executive
and company director with over 30 years of
experience worldwide. Lisa has built an impressive
career in Australia including her role as an angel
investor and has extensive non-executive director
experience across listed and private organisations.
Ms Hennessy is currently a Non-Executive Director
of Adore Beauty Group Ltd (ASX:ABY) and sits on the
board of Aikenhead Centre for Medical Discovery
(ACMD). She was previously on the board of Nitro
Software Limited (ASX:NTO), Murray River Organics
(ASX:MRG), Walter and Eliza Hall Institute of Medical
Research Commercialisation Committee, Planet
Innovation, FirstStep Investments, Arts Centre
Melbourne Foundation and the Harvard Club of
Victoria. Prior to this, Lisa spent over a decade in
strategy and M&A roles in the US, including Director
of Strategy and M&A for Del Monte Foods, Director of
M&A at GE Capital, and was also a Consultant at Bain
& Company.
Ms Hennessy holds a Bachelor of Science (Electrical
Engineering) from Purdue University, an MBA from
Harvard Business School and is a graduate and
member of the Australian Institute of Company
Directors.
Mr Paul Cassano
Independent Non-Executive Director
B.Eng (Mining), MBA (Exec), MAICD, FAusIMM
Length of service: 2 years and 1 1 months
Mr Cassano has over 30 years resources industry
experience in senior executive and operations
management roles with companies including BHP,
Thiess and Downer where he was most recently CEO
Mining, successfully leading high performance teams
to superior business outcomes and embedding a
positive culture.
Mr Cassano holds a Bachelor of Engineering in
Mining from the University of Sydney and a Master
of Business Administration (Executive) from the
University of Queensland. He is a member of the
Officer. Mr McLean was appointed as Chairman on
1 1 November 2024 following Mr Rathie’s retirement
and resigned as Chief Executive Officer effective
31 December 2024. He is currently Non-Executive
Chairman. He is not considered independent due to
his previous role as Chief Executive Officer.
Mr McLean is a very experienced senior executive,
having worked with NYSE-listed Stryker for 16 years,
and brings significant operational and healthcare
experience. Stryker is a global company offering a
range of products and services, including healthcare
PPE, sold via distributors and direct sales. At Stryker,
Mr McLean held several senior positions, including
President Japan, President Australia/New Zealand
and President Asia Pacific, based in Singapore
and Hong Kong. During this time, Mr McLean was
responsible for transforming Asia Pacific, including
restructuring their China distribution to accelerate
growth of the business, resulting in Asia Pacific
becoming a fast growing, multi-billion-dollar sales
region.
Mr McLean is a Non-Executive Director of Fisher &
Paykel Healthcare Ltd and Additive Manufacturing
Corporate Research Centre, a board member/
Chair of Suicide Prevention Australia and a director
of Bone Ligament Tendon Pty Ltd and Enterix Pty
Ltd. He holds a Bachelor of Science (Geography)
from Durham University, is a CPA, a Fellow of The
Chartered Institute of Management Accountants and
a graduate of the Australian Institute of Company
Directors.
Mr Dan Kao
Executive Director and Director of Operations
B.Mech. Eng (Hons) & M. Biomedical Eng.
Length of service: 15 years
Mr Kao, a former senior designer for ResMed Inc.
(Australia) (ASX:RMD), founded the business of
CleanSpace in 2009 and has been a director of
CleanSpace since April 201 1 . Mr Kao worked in the
Industrial and healthcare setting for over 20 years, and
has extensive experience in manufacturing, supply
chain optimisation, quality management systems and
in securing patents for innovative technologies.
3. Board of Directors (Cont.)
3.1 Directors (Cont.)
CleanSpace Holdings Limited Corporate Governance Statement3
Corporate Governance Statement
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2026
and expertise that all directors individually and the
Board collectively to:
n
Discharge their responsibilities and duties;
n
Understand the Company’s business and the
industry and markets in which the Company
operates so as to set the strategic direction of the
Company to maximise shareholder value; and
n
Assess the performance of management in
implementing those strategic objectives.
The Remuneration and Nomination Committee reviews
the balance of skills, experience, independence,
knowledge and diversity of the Board and is committed
to ensuring that the directors collectively have the
appropriate skills mix. In selecting new directors, the
Remuneration and Nomination Committee considers
the Board’s current composition to ensure there is a
range of skills and experience required to enable the
Board to fulfil its responsibilities.
Australian Institute of Mining and Metallurgy and the
Australian Institute of Company Directors.
Mr Cassano brings both technical and leadership
experience and has global and multinational
company experience.
3.2 Company Secretary
Ms Elissa Hansen is Company Secretary. Ms Hansen
is accountable directly to the Board, through the
chair, on all matters to do with the proper function of
the Board.
The role of the Company Secretary is set out in more
detail in the Board Charter.
3.3 Board Skills Matrix
The Board believes that its membership should
comprise directors with an appropriate mix of
diversity of skills, professional experience, knowledge
CleanSpace Annual Report
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2026
CleanSpace’s Board Skills Matrix is set out below:
Strategy
The ability to develop and
implement successful
strategies
Financial Acumen
The ability to understand
and analyse financial
statements to assess the
financial performance and
test adequacies of internal
risk controls
n
Director, senior executive or equivalent experience in
developing and implementing organisational strategy.
n
Experience with setting strategic direction, driving
growth, execution against a clear strategy and overseeing
management to ensure the strategic objectives are delivered.
n
Qualifications in accounting and finance and/or equivalent
experience in financial accounting, corporate finance, capital
markets and financial risk management and internal financial
controls.
n
Experience implementing or overseeing financial accounting,
reporting and internal controls.
4
4
No. of
Skills Criteria Directors
Risk Management,
Governance and
Compliance
Ability to identify and
mange key risks to the
Company and committed
to the highest standards
of governance
n
Senior executive or equivalent experience identifying and
managing risk and monitoring the effectiveness of risk
management frameworks and internal controls.
n
Experience in working in a listed organisation with rigorous
governance standards and experience overseeing those
frameworks, policies and processes.
n
Knowledge and understanding of key governance issues and
reputational risk for a listed organisation.
4
4CleanSpace Holdings Limited Corporate Governance Statement
For the year ended 30 June 2026
Corporate Governance Statement
CleanSpace’s Board Skills Matrix is set out below:
Technology
Ability to leverage new
technologies, innovation
processes and digital
services to drive innovation
and grow the business
Global Experience
Ability to manage and
oversee an organisation’s
business and strategic
objectives from an
international perspective
Personal Protection
Industry
Competency in the personal
protection industry
n
Experience working in a company with a major focus on
technology and innovation.
n
Experience overseeing the development and
commercialisation of technology, innovation processes and/
or digital services to drive innovation and grow a business.
n
Experience in the use and governance of critical
information technology infostructure and applications.
n
Senior executive or equivalent experience working in
different countries in large operation with significant
international operations.
n
Experience in dealing in emerging markets.
n
Senior executive exposure to a range of political, cultural,
regulatory and business environments.
n
Professional, senior executive or equivalent experience in the
personal protection or healthcare services industry including
experience managing product design, manufacturing
operations, quality systems and knowledge of markets,
customers, competition and regulatory environment.
Research & Development
Ability to develop product
innovation and drive long-
term growth through strategic
investment in research and
development activities
n
Experience in leading and/or overseeing the research and
development function of an entity.
n
Experience overseeing capital investment in product
research and development activities.
2
4
3
3. Board of Directors (Cont.)
3.3 Board Skills Matrix (Cont.)
4
No. of
Skills Criteria Directors
3.4 Board Performance
The Board Charter sets out the process for evaluating
the performance of the Board, its committees and
individual directors.
The Board undertook an internal performance
evaluation during the year.
4. Board Charter
The Board Charter sets out the respective roles
and responsibilities of the Board and management,
including matters expressly reserved to the Board
and those delegated to management.
The Charter provides that the Board should
comprise Directors with the appropriate mix of
skills, experience, expertise and diversity which
CleanSpace Holdings Limited Corporate Governance Statement5
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directors Mr Paul Cassano (Chair) and Ms Lisa
Hennessy together with non-independent director,
Mr Graham McLean.
Committee members qualifications and experience
are detailed in 3.1. above and the number of times
the Committee met and individual attendance at
meetings is set out in the Company’s Annual Report.
6.1 Risk
The Board, through the Audit and Risk Committee,
reviews CleanSpace’s risk management framework
at least annually to satisfy itself that it continues to
be sound and that CleanSpace is operating with due
regard to the risk appetite set by the Board. A review
of the Company’s risk management framework to
ensure it continues to be sound and the Company is
operating with due regard to the risk appetite set by
the Board was undertaken in 2026.
6.2 Internal Audit
CleanSpace does not have an internal audit
function at this time however, it employs processes
for evaluating and continually improving the
effectiveness of its governance, risk management
and internal controls. The Audit and Risk Committee
oversees risk management including at least annually
reviewing and endorsing the risk register and
internal controls. The Company’s external Auditor
reviews internal controls at least annually and the
Committees and Board review the Company’s
governance arrangements including charters and
policies on a rolling basis. The Board believes that
this is appropriate given the size of the Company.
6.3 Environmental and Social Risks
The Company does not have any material exposure
to environmental or social risks. The Company notes
its products and services assist in the mitigation
of health risks to people. CleanSpace Respirators
provide the highest level of protection, comfort and
performance against airborne workplace risks. They
are used both in industrial and healthcare settings.
7. Remuneration and Nomination
Committee
The role of the Remuneration and Nomination
Committee is to assist the Board in fulfilling its
responsibilities for corporate governance and
are relevant to the Company’s businesses and the
Board’s responsibilities. The Board Charter allows
the Board to delegate powers and responsibilities
to committees established by the Board. The Board
retains ultimate accountability to Shareholders in
discharging its duties.
5. Board Committees
The Board may, from time to time, establish
appropriate committees to assist in the discharge
of its responsibilities. The Board has established
an Audit and Risk Management Committee and a
Remuneration and Nomination Committee.
Other committees may be established by the
Board as and when required. Membership of Board
committees is based on the needs of the Company,
relevant legislative and other requirements, and the
skills and experience of individual Directors.
6. Audit and Risk Management
Committee
The role of the Audit and Risk Management
Committee is to assist the Board in fulfilling its
responsibilities for corporate governance and
overseeing the Company’s financial reporting,
internal control structure, risk management systems
and internal and external audit functions. This
includes confirming the quality and reliability of the
financial information prepared by the Company,
working with the external auditor on behalf of the
Board and reviewing non-audit services provided by
the external auditor to confirm they are consistent
with maintaining external audit independence.
The Audit and Risk Management Committee provides
advice to the Board and reports on the status and
management of the risks to the Company. The
purpose of the Committee’s risk management
process is to assist the Board in relation to risk
management policies, procedures and systems
and ensure that risks are identified, assessed and
appropriately managed.
The Company complies with the recommendations
set by the ASX Corporate Governance Council in
relation to the composition and operation of the
Committee. The Committee is comprised of all
non-executive directors, the majority of whom are
independent. Current members are independent
6CleanSpace Holdings Limited Corporate Governance Statement
For the year ended 30 June 2026
Corporate Governance Statement
warrants, contracts for difference and other similar
instruments, which are short term or speculative.
The Company’s Security Trading Policy also restricts
entering into all types of “protection arrangements”
for any CleanSpace securities (or products in the
derivatives markets).
8. Diversity
CleanSpace is committed to diversity and inclusion
in its workplace and has adopted a Diversity Policy.
However, CleanSpace has not set measurable
objectives to achieve gender diversity in the
composition of its board, senior executives and
workforce generally.
Current proportions of men and women on the board
and senior executives are as follows:
Key Management Other
Board Personnel Roles
Number 4 6 49
Male 75% 50% 57%
Female 25% 50% 43%
Unspecified 0% 0% 0%
Due to the current size of the Company, the
Board does not consider it appropriate to provide
measurable objectives at this time. CleanSpace is
committed to ensuring that the appropriate mix of
skills, expertise, and diversity are considered when
employing staff at all levels of the organisation
and when making new senior executive and Board
appointments. It is satisfied that the composition of
employees, senior executives and members of the
Board is appropriate.
9. Code of Conduct
The Company is committed to a high level of integrity
and ethical standards in all business practices.
Accordingly, the Board has adopted a formal
Code of Conduct that outlines how it expects its
representatives to behave and conduct business in
the workplace and includes legal compliance and
guidelines on appropriate ethical standards.
The Code of Conduct is designed to provide a
benchmark for professional behaviour throughout
overseeing the Company’s remuneration and
nomination policies and practices.
This includes reviewing and making
recommendations to the Board on remuneration
packages and policies related to the Directors
and senior executives. The Remuneration and
Nomination Committee is also responsible for
administering short term and long-term incentive
plans (including any equity plans). In addition, the
Committee is responsible for reviewing and making
recommendations in relation to the composition
and performance of the Board and its committees
and ensuring that adequate succession plans are in
place (including for the recruitment and appointment
of Directors and senior management). Independent
advice is sought where appropriate.
The Company complies with the recommendations
set by the ASX Listing Rules and the ASX Corporate
Governance Council in relation to the composition
and operation of the Committee. The Committee
currently comprises Ms Lisa Hennessy (Chair), Mr Paul
Cassano and Mr Graham McLean, the majority of
whom are independent, including the Chair.
Committee members qualifications and experience
are detailed in 3.1. above and the number of times
the Committee met and individual attendance at
meetings is set out in the Company’s Annual Report.
7.1 Remuneration Policies
CleanSpace’s remuneration policies and practices
for non-executive directors, executive directors
and senior executives are set out in the Company’s
Remuneration Report found in the Annual Report.
The Company grants incentive securities
(performance rights and restricted stock units)
to key executives and executive directors under
the Company’s Employee Equity Incentive Plan
(non-executive directors do not receive incentive
grants). All employee incentive security holders must
comply with the Company’s Security Trading Policy.
The Company’s Security Trading Policy prohibits
short-term or speculative trading in CleanSpace
securities including transactions in the derivative
markets, involving exchange traded options, share
7. Remuneration and Nomination
Committee (Cont.)
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1 1.3 Website
Information about CleanSpace Holdings Limited and
its governance policies and practices is available on
the Company’s website at cleanspacetechnology.
com.
12. Continuous Disclosure Policy
CleanSpace is required to comply with the
continuous disclosure requirements of the ASX
Listing Rules and the Corporations Act. Subject to
the exceptions contained in the ASX Listing Rules,
the Company is required to immediately advise ASX
of any information concerning the Company that a
reasonable person would expect to have a material
effect on the price or value of the Shares.
The Company has adopted a Disclosure Policy
which reinforces the Company’s commitment
to its continuous disclosure obligations and
describes the processes in place that enable the
Company to provide Shareholders with timely
disclosure in accordance with those obligations.
Information is communicated to Shareholders
through the lodgement of all relevant financial
and other information with ASX, and copies of the
Company’s announcements to ASX are available on
the Company’s website. Any new and substantive
investor or analyst presentation is released on ASX
ahead of the presentation.
The Board receives a copy of all material market
announcements, promptly after they have been
made, from the Company Secretary.
13. Communications with
Shareholders
The Company aims to keep Shareholders informed
of major developments affecting the Company. The
Company recognises investors and other interested
stakeholders may wish to obtain information about
the Company from time to time and it facilitates
effective two-way communication with investors.
To achieve this, the Company communicates and
receives information regularly through a range of
forums and publications, including the Company’s
website, investor briefings, at the Company’s Annual
General Meeting (AGM) and through the Company’s
Annual Report and ASX announcements.
the Company’s business, support its business
reputation and corporate image within the
community and make the Company’s Directors and
employees aware of the consequences if they breach
this policy.
The Board is required to be informed of any material
breaches to the Company’s Code of Conduct.
10. Values
The Company’s values are:
n
Integrity – We do the right thing even when
nobody is watching.
n
Accountability – We do what we say we will do.
n
Focus – We do a few things really well and are
specialists in our chosen fields.
n
Excellence – We have an unwavering commitment
to achieving the best results.
n
Teamwork – We achieve together through
cooperation and communication.
1 1. Corporate Reporting
1 1.1 CEO and CFO Declaration
The Board received a declaration from both the
CEO and CFO, that, in their opinion, the financial
records have been properly maintained and that the
financial statements comply with the appropriate
accounting standards and give a true and fair view of
the financial position and performance of the Group,
and their opinion has been formed on the basis of
a sound system of risk management and internal
control which is operating effectively, before the
Board approved the Company’s financial statements
for the 2026 financial period. It will continue to
ensure such declarations are received in the future.
1 1.2 Verification of Periodic Reports
CleanSpace periodically releases reports that are
not audited or reviewed by an external auditor. The
Company has embedded processes to ensure the
accuracy of these reports and to ensure they are
balanced and provide investors with appropriate
information to make informed investment decisions.
All material reports are approved by the Board prior
to release.
8CleanSpace Holdings Limited Corporate Governance Statement
For the year ended 30 June 2026
Corporate Governance Statement
the ASX trading day following the day on which
the Company’s half yearly results are released to
the ASX;
n
from the close of the ASX trading day on 30 June
each year, until 10:00am AEDT on the ASX trading
day following the day on which the Company’s full
year results are released to the ASX; and
n
any other period that the Board specifies from
time to time.
If 30 June or 31 December are not ASX trading days,
then the blackout period begins on the preceding
ASX trading day.
Directors and restricted employees must confirm
they are not in possession of any inside information
and receive prior approval for any proposed dealing
in the Company’s securities outside of the above
blackout periods (including any proposed dealing by
one of their connected persons).
15. Whistle-blower Protection
Policy
The Company is committed to the highest standards
of conduct and ethical behaviour in all of its business
activities and to promoting and supporting a
culture of honest and ethical behaviour, corporate
compliance and good corporate governance. The
Company’s Whistle-blower Protection Policy has
been adopted to provide a safe and confidential
environment where concerns can be raised by
whistle blowers without fear of reprisal or detrimental
treatment.
The Board is required to be informed of any material
incidents reported under the Whistle-blower
Protection Policy.
16. Anti-bribery and Corruption
Policy
The Company is committed to complying with
all laws of the jurisdictions in which it operates,
including those relating to bribery and corruption.
The Company’s Anti-bribery and Corruption Policy
set out the responsibilities of the Company’s
personnel, including in their dealings with, and
through, third parties. It addresses protection of
the Company’s personnel in seeking to comply
with this policy, investigations, consequences for
breach, examples of improper conduct, contact with
The AGM is an important occasion for updating
shareholders on the Company’s performance. The
AGM provides the opportunity for shareholders to ask
questions of and hear from the Board. CleanSpace
encourages shareholder participation at its AGM
as an opportunity to allow the Board to listen and
respond to shareholder feedback. Shareholders who
can not attend the meeting can submit questions to
the Board either by emailing the Company Secretary
or through the Company’s share registry when
logging into the share registry’s website to vote
online. Further details are provided to Shareholders in
the Notice of Meeting for the AGM.
The Company ensures that its external auditor
attends all AGMs and is available to answer queries
from shareholders relevant to the audit and any
substantive resolutions are decided by a poll rather
than a show of hands.
CleanSpace gives its shareholders the option to send
and receive all communications to the Company
and its share registry electronically. Shareholders
are encouraged to update their communication
preferences and elect to receive all communication
electronically with the Company’s share registry,
Boardroom Pty Limited, at investorserve.com.au.
14. Securities Trading Policy
The Company has adopted a Securities Trading
Policy that is intended to explain the types of
conduct in relation to dealing in securities that
are prohibited by law and establish procedures for
the buying and selling of securities to ensure that
public confidence is maintained in the reputation
of the Company and the Company’s Directors and
employees, and in the trading of the Company’s
securities.
The Securities Trading Policy provides that Directors,
employees and contractors must not deal in the
Company’s securities when they are aware of
‘inside’ information. Directors and certain restricted
employees must not deal in the Company’s securities
during any of the following blackout periods:
n
from the close of the ASX trading day on
31 December each year, until 10:00am AEDT on
13. Communications with
Shareholders (Cont.)
CleanSpace Holdings Limited Corporate Governance Statement9
Corporate Governance Statement
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2026
government officials, in-kind gifts and corporate
hospitality, political and charitable contributions and
secret commissions.
Any material breach of the Anti-bribery and
Corruption Policy is required to be notified to the
Board.
17. Senior Executive Performance
Review
Senior executives manage the day-to-day tasks of
the Company under the guidance and direction of
the CEO. CleanSpace recognises the importance of
its senior executives to the Company’s growth and
performance. Accordingly, the Company undertakes
regular evaluations of its senior executives to review
their effectiveness and performance on an ongoing
basis.
The CEO reviews the performance of senior
executives annually. These evaluations assess the
completeness and effectiveness of each senior
executive in meeting their KPIs, whether the executive
has the appropriate mix of skills and experience
to allow the Company to meet its corporate goals
and whether the executive provides a safe, secure,
productive, harmonious and inclusive environment for
their employees to perform at their best.
A performance review of senior executives was
undertaken by the CEO this year.
18. Departure from ASX
Recommendations
Through the corporate governance framework
adopted by the Board (and summarised above),
the Company is compliant with each of the ASX
Recommendations other than Recommendations 1.5,
2.4 and 2.5.
Recommendation 1.5: While the Board has adopted a
Diversity Policy, it has not set measurable objectives
to achieve gender diversity in the composition of its
board, senior executives and workforce generally.
This is not consistent with Recommendation 1.5 of
the ASX Recommendations. Given the Company’s
current number of employees and the diversity levels
within the business, the Board is comfortable with
this position, however it may choose to develop
measurable objectives for gender diversity across the
Company in the future.
Recommendation 2.4: While the Board is comprised
of a majority of non-executive directors, only 50%
of the Board are independent directors which is not
the majority as recommended in Recommendation
2.4. The Board regularly considers its composition
and each individual director and believes,
notwithstanding its current composition, it acts in
the best interests of the entity as a whole rather than
in the interests of an individual security holder or
other party.
Recommendation 2.5: Mr McLean is not currently
considered an independent Chairman, given his
previous role as an executive of the Company. The
Board considers the Chairman is suitably skilled
and has the appropriate experience and expertise
to perform this role, notwithstanding his non-
independence, and is capable of doing so in an
objective manner and in the best interests of all
shareholders.