Governance

We conduct our business ethically and transparently, with a zero-tolerance approach to bribery and corruption, and clear disclosure to our shareholders and regulators.

Our exploration programmes are designed and executed with a focus on minimizing surface disturbance and compliance with all relevant Western Australian environmental regulations and tenement conditions. Rehabilitation and responsible land access will be integrated into project planning from the outset.

Safety is central to Forgent’s operating approach. The Company expects all employees, contractors and technical partners to work to appropriate safety standards across field activities, drilling programmes and site visits.

Forgent engages constructively and transparently with relevant stakeholders including landholders, local communities, Traditional Owners shareholders, regulators and partners.

We operate in compliance with Western Australian mining and environmental legislation, and engage constructively with the relevant state and federal authorities.

The Board of Directors is committed to maintaining high standards of corporate governance. This statement outlines how the Company applies the principles of the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”). The Board considers that the Company complies with the QCA Code. The Chairman, Brian Cole, has overall responsibility for ensuring the Board implements and maintains effective governance standards across the Group.

This statement explains our approach to governance and how the Board and its committees operate.

APPLICATION OF THE QCA CORPORATE GOVERNANCE CODE

Principle 1: Establish a strategy and business model which promote long-term value for shareholders.

Forgent’s strategy is centred on disciplined capital allocation, operational delivery and the development of a diversified platform with a near-term focus on critical and precious metals, supported by its established revenue generating gasification business.

The Company’s governance approach supports two areas of activity:

• Mining assets (near-term focus): selective acquisition and development of capital-light opportunities with near-term activity, clear work programmes and defined value catalysts; and
• Gasification (EQTEC brand): continued support of existing customer plants, commissioning activities and selective pipeline rebuild in markets with appropriate commercial structures.

This structure reflects the Board’s prioritisation of near-term value creation through mining, while maintaining long-term exposure to energy transition technologies.

The Board is committed to maintaining high standards of corporate governance, transparency and accountability. This includes clear and timely communication with shareholders, particularly during a period of strategic transition and restructuring. The governance framework is designed to support the Company’s current phase of development: stabilised, cost-disciplined and focused on execution, while retaining flexibility to scale as the business evolves.

Principle 2: Seek to understand and meet shareholder needs and expectations.

The Board is committed to open communication with its shareholders to ensure the strategy, business model, and performance are understood.

• Communication Channels: We communicate via Regulatory News Service (RNS) announcements, the Company website (www.forgentplc.com) which includes investor information and contact channels, and periodic video interviews with leadership.
• Annual General Meeting (AGM): All shareholders are encouraged to attend the AGM, providing a forum to engage directly with the Board. Voting results are announced via RNS and published on the website.
• Understanding Shareholder Views:
  • The Board receives updates on shareholder relations from its NOMAD, brokers and other advisors.
  • Executive Directors meet with significant investors and analysts periodically.
  • Feedback received through the Company website and other channels is monitored.

Contact details for investor relations are available on the Company website.

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success.

The Board recognises that the Group’s long-term success depends on its relationships with a wide range of stakeholders, including employees, partners, suppliers, customers, regulators, and the communities in which we operate.

• Stakeholder Engagement: The Board aims for close oversight of key relationships. Engagement occurs through various operational and strategic interactions.
• Environmental, Social, and Governance (ESG): Our gasification technology inherently supports positive environmental outcomes by converting waste into clean energy and biofuels, reducing landfill/incineration, cutting GHG emissions, and supporting local energy security. We strive to operate to high environmental, regulatory, and business standards.
• The Company achieved ISO 9001 (Quality), ISO 14001 (Environmental), and ISO 45001 (Occupational Health & Safety) certifications in 2023.
• Code of Conduct: In alignment with the various legal and regulatory frameworks governing companies in the jurisdictions where the Company operates, the Company recognises its ethical and social responsibilities regarding how it conducts business in any and all markets. The Group maintains and applies a Code of Conduct covering health & safety, non-discrimination, safeguarding assets, conflicts of interest, anti-bribery & corruption, and competition/trade controls. This applies to all directors, employees, contractors, and partners.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation.

Effective risk management is crucial for achieving our strategic objectives. The Board is responsible for the Group’s system of risk management and internal controls and for reviewing its effectiveness.

• Internal Controls: The Board has established internal control structures appropriate for the Group’s size and complexity. Financial controls include regular monitoring and reporting. Policies are in place covering areas such as anti-bribery, share dealing, and insider trading.
• Internal Audit: Given the Group’s current size and the close involvement of executive management, the Board does not currently consider  a dedicated internal audit function necessary. The Audit Committee keeps the need for an internal audit function under review.
• principle Risks: Forgent plc operates in a dynamic and complex environment where its success is influenced by a range of external and internal risks. The Board regularly reviews key risks, implements mitigation strategies, and ensures governance processes are in place to manage them effectively. The principle risks currently facing the business are outlined below:

Key areas for on-going risk management

KEY AREA	MITIGATION
Funding and Liquidity Risk (principle Risk)
The Company is reliant on external funding to progress its asset base and maintain operations. Failure to secure sufficient capital, or doing so on unfavourable terms, may materially impact the Company’s ability to execute its strategy and could result in dilution to existing shareholders.	The Board has implemented a materially reduced cost base and maintains strict capital discipline. Funding is aligned to clearly defined work programmes and milestones. The Company actively engages with existing and new investors and structures transactions to minimise upfront capital requirements. Liquidity is closely monitored at Board level.
Exploration and Development Risk
The Company’s mining assets are at exploration and early development stages, where outcomes are inherently uncertain. Failure to define economic resources or progress assets may impact value creation.	The Company adopts a phased, data-led approach to exploration, prioritising assets with existing datasets and clear geological rationale. Capital is deployed incrementally against technical milestones, with ongoing evaluation of results.
Execution Risk
The Company’s ability to deliver exploration programmes and achieve planned milestones is critical. Delays or underperformance may negatively impact market confidence and valuation.	Work programmes are defined with clear timelines and deliverables. The Company has strengthened technical capability, including specialist geological expertise, and maintains active Board oversight of execution and capital allocation.
Commodity Price Risk
The value of the Company’s mining assets is influenced by commodity prices, particularly gold, copper and other critical metals. Market volatility may impact project economics and investor sentiment.	The Company focuses on commodities with strong long-term demand fundamentals linked to electrification and energy transition. Portfolio diversification across commodities and assets helps reduce reliance on any single commodity.
Portfolio Concentration Risk
The Company remains relatively concentrated in a limited number of assets. Underperformance of a single project could materially affect overall progress.	The Board is actively building a diversified portfolio across multiple assets and stages of development, while maintaining disciplined and selective investment criteria.
Regulatory and Jurisdictional Risk
Mining activities are subject to permitting, environmental regulation and jurisdictional risks, which may impact timelines and project viability.	The Company focuses on established jurisdictions such as Australia with clear regulatory frameworks and engages local expertise to support permitting and compliance.
Gasification Commercial and Delivery Risk
The Company retains exposure to its gasification business, including reliance on counterparties and the challenge of securing new clients in the absence of recent, fully operational commercial-scale reference plants. Delays in project execution or underperformance by partners may further impact credibility and revenue generation.	The Company has repositioned gasification as a more focused activity. The primary mitigation is the successful commissioning and stabilisation of customer plants in Greece and North Fork, California. Demonstrating consistent, reliable operation at these sites is expected to strengthen credibility, support client acquisition and enable the rebuilding of a higher-quality commercial pipeline. Exposure is further managed through disciplined project selection and a reduced cost base.

Principle 5: Maintain the board as a well-functioning, balanced team led by the chair.

The Board currently comprises:

• Brian Cole (Interim Non-Executive Chairman), James Parsons (Chief Executive Officer), Gerry Madden (Finance Director).
• The Board consists of 2 Executive Directors and 1 Non-Executive Director.

The Board considers Brian Cole to be independent. Independence is assessed based on the QCA Code’s criteria, considering factors such as tenure, shareholdings, and business relationships. The Board periodically reviews NED shareholdings to ensure independence is not compromised.

• Roles: The roles of Chairman and CEO are separate. The Chairman leads the Board and ensures its effectiveness, while the CEO manages the Group’s business and leads engagement with shareholders. There is a formal schedule of matters reserved for the Board and clear delegation of authority.
• The Board meets regularly throughout the year.
• Company Secretary: The role of Company Secretary is typically performed by the FD. The Company Secretary supports the Chairman in ensuring Board procedures are followed and advises on governance matters. All directors have access to the Company Secretary’s advice and services. Independent professional advice is available to directors if required, at the Company’s expense.

Principle 6: Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities.

The Board considers that its directors possess a suitable range of skills, experience, and backgrounds relevant to the Group’s strategy and operations,
covering technical, commercial, financial, and public market areas.

• Director Biographies can be found here.
• Appointments: The Board has adopted guidelines for the appointment of Non-Executive Directors. These provide for the orderly and constructive succession and rotation of the Chairman and Non-Executive Directors insofar as both are appointed for an initial term of three years and may, at the Board’s discretion and best interests of the Company, be appointed for subsequent terms. The Chairman may serve as a Non-Executive Director before commencing a first term as Chairman.
• Development: Directors receive relevant updates on the Group’s business, the competitive landscape, and regulatory matters.

Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.

The Board recognises the importance of evaluating its performance and effectiveness.

• Process: The Board evaluation process is carried out via a discussion led by the Chairman, engaging key stakeholders and external consultants.
• Succession Planning: The Board considers succession planning as part of its evaluation process. Guidelines are in place for the orderly succession of the Chairman and NEDs. The approach to executive succession planning, falls under the full Board.

Principle 8: Promote a corporate culture that is based on ethical values and behaviours.

The Board aims to foster a culture aligned with the Group’s objectives, strategy, and ethical values.

• Ethical Values: The Group’s Code of Conduct outlines the expected standards of behaviour for all directors, employees, and partners, emphasising health & safety, integrity, non-discrimination, and compliance with laws. The Board promotes adherence to these values through its own actions and oversight.
• Culture: The Board seeks to engender a culture of supported leadership, autonomy, collaboration, and commitment to delivering sustainable outcomes.

Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the board.

• Board Structure: The Board structure, including the separation of Chairman and CEO roles and the balance of Executive/Non-Executive directors, is considered appropriate for the Company’s current size and complexity.
• Committees: The Board has established Audit and Remuneration Committees with formally delegated duties and responsibilities:
  • Audit Committee: Chaired by Brian Cole, includes James Parsons. Key responsibilities include monitoring the integrity of financial statements, reviewing internal controls and risk management systems, overseeing the external audit process, and reviewing accounting policies. It meets at least twice a year and has unrestricted access to the external auditor.
  • Remuneration Committee: Includes James Parsons and Brian Cole. Key responsibilities include reviewing Executive Director performance, determining remuneration policy, and setting remuneration packages, including any incentive plans. It meets at least twice a year.
  • Information Flow: Directors receive appropriate and timely information ahead of meetings. Board and committee papers are distributed with sufficient time for review.
  • Evolution: Governance structures are reviewed periodically to ensure they remain effective as the Group evolves.

Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

The Company communicates its governance and performance through:

• This Corporate Governance Statement.
• The Annual Report and Accounts.
• RNS announcements.
• The Company website (www.forgentplc.com).
• The Annual General Meeting.
• Presentations and meetings with investors and analysts.

The outcomes of shareholder votes at the AGM are announced via RNS and published on the website. Historical Annual Reports and key company documents are also available on the website here. The Board welcomes engagement with shareholders and stakeholders.

Terms of Reference

Follow the link to our Committee terms of reference here.