Appendix 4G and Corporate Governance Statement
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CORPORATE GOVERNANCE STATEMENT
Reporting period: Financial year ended 30 June 2026
Invion Limited ABN 76 094 730 417
Suite 2 Level 11 385 Bourke Street, Melbourne VIC 3000 Australia
P: +61 3 9692 7222 W: www.inviongroup.com
The Invion Group comprises Invion Limited - an Australian company listed on the Australian Securities
Exchange (ASX: IVX) and the Subsidiaries.
At the date of this Corporate Governance Statement, the Board of Invion consists of four directors:
Thian Chew (Chief Executive Officer & Non-Independent Chairman);
Alan Yamashita (Independent Non-Executive Director);
Melanie Leydin (Non-Independent Non-Executive Director) ; and
Paul Field* (Independent Non-Executive Director).
*On 18 August 2026, Mr Alistair Bennallack resigned as Non-Executive Director of the Board and Chair of the
Audit and Risk Committee. Mr Paul Field was subsequently appointed as Non-Executive Director on the same day.
The Board uses the guidance provided by the ASX Corporate Governance Council as a focus for the development
and continuous improvement of the Group’s governance framework, policies, and practices. The Board of Invion
Limited (the Company) is responsible for the overall corporate governance of the Company. The Board believes
that good corporate governance helps ensure the future success of the Company, adds value to stakeholders
and enhances investor confidence.
The ASX Listing Rules require listed companies to prepare a statement disclosing the extent to which they have
complied with the recommendations of the ASX Corporate Governance Council (Recommendations) during the
reporting period. The Recommendations are not prescriptive, such that if a company considers a
recommendation to be inappropriate having regard to its own circumstances, it has the flexibility not to follow
it. Where a company has not followed all the Recommendations, it must identify which Recommendations have
not been followed and provide reasons for not following them.
This Corporate Governance Statement (Statement) discloses the extent to which the Company has followed the
Recommendations, or where appropriate, indicates a departure from the Recommendations with an
explanation. This Statement should be read in conjunction with the material on the Company’s website on
https://inviongroup.com/, including the 2026 Annual Report.
The Appendix 4G accompanying this Corporate Governance Statement details Invion’s adherence to the ASX
Corporate Governance Principles and Recommendations (4th
Edition), covering the reporting period of the
financial year ended 30 June 2026.
This Statement is current as at 26 August 2026 and has been approved by the Board of Directors of Invion Limited.
Principle 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
Invion has established and disclosed the respective roles and responsibilities of the Board and management
and how their performance is monitored and evaluated.
1.1 Role of Board and Management
The Board’s broad functions are to approve the strategic direction of Invion, guide and monitor the management
of Invion in achieving its strategic plans and oversee good governance practice. The Board monitors operational
and financial performance and approves Invion’s budgets and business plans. The Board is also responsible for
overseeing Invion’s compliance, financial reporting, and risk management framework.
The Board has a charter which clearly sets out its roles and responsibilities and describes those matters expressly
reserved for the Board’s determination and those matters delegated to management. A copy of the charter is
available on the Company’s website at https://inviongroup.com/corporate-governance/.
The Board has delegated the implementation of strategy and policy initiatives, including day-to-day management
of the Company’s affairs, to the Executive Chair and Chief Executive Officer (CEO), who is supported in this
function by Invion’s team.
CORPORATE GOVERNANCE STATEMENT
A detailed authorisations policy sets out the decision-making powers which may be exercised at various levels of
management.
In addition, for the financial year up until 18 August 2026, the Board has delegated specific authority to the Audit
and Risk Management Committee, which assists the Board in discharging its responsibilities. From this date the
Board has taken carriage of those tasks previously allocated to the Audit and Risk Management Committee.
1.2 Appointment of Directors
Before a person is appointed as a director or put forward to shareholders as a candidate for election as a director,
Invion undertakes appropriate checks in respect of that person, which include checks as to the person’s
character, experience, and education. Invion provides its shareholders with all material information (that is in
Invion’s possession) relevant to a decision on whether or not to elect or re-elect a director (including any material
adverse information revealed by the above or any other checks).
1.3 Appointment Terms
Invion has entered into written agreements with each director setting out the terms of their appointment,
including respective roles and responsibilities. The agreements sets out the terms of that Director’s appointment,
including the remuneration entitlement and performance requirements. Directors also receive a Deed of
Indemnity, Insurance, and Access. The agreements with directors include the requirement to disclose interests
and any matters which may affect the director’s independence. Agreements also specify the requirement to
comply with key corporate policies, including the code of conduct, continuous disclosure and securities trading
policies.
Details of executive contracts in place are detailed in the Company’s Remuneration Report of the 2026 Annual
Report.
1.4 Company Secretary
The Company Secretary is responsible for advising the Board and its committees on governance matters, and for
ensuring that Board and committee procedures are complied with. The Company Secretary is accountable
directly to the Board, through the Executive Chair and CEO, on all matters to do with governance and the proper
functioning of the Board. All directors have access to the Company Secretary for advice and services. The Board
approves the appointment and removal of the Company Secretary.
Details regarding our Company Secretary are set out in the Directors’ Report in our 2026 Annual Report.
1.5 Diversity
The Board of Invion recognises that diversity is an important factor in improving and sustaining a workforce that
is capable of achieving the strategic and business goals of the Group. The Board also recognises the challenges
of achieving prescribed levels of diversity in a Group with a relatively small workforce.
The Board is committed to identifying and attracting employees and management with relevant experience, and
its overriding principle is to treat people equally and with respect. The Group is committed to employee
advancement based on skills and experience regardless of gender, race, ethnicity, religion, orientation, or
disability.
Invion has a diversity policy which includes the requirement for the Board to set measurable objectives for
achieving gender diversity. It can be viewed here https://inviongroup.com/corporate-governance/.
The proportion of women on the Board and in senior executive positions and women across the entire
organisation as at 30 June 2026 was as follows:
Women on the Board- 25%
Women in senior executive positions- 25%
Women across the entire organisation- 33%
Due to the current size of the Company’s operations, IVX currently engages a number of advisors on a consultancy
basis in the place of direct employees. A mix of genders currently assist the Company in this capacity.
CORPORATE GOVERNANCE STATEMENT
The Board considers due to the size of the Company, setting measurable diversity objectives is not appropriate
with its practice currently being to hire the most appropriate candidate for the position to be filled having regard
to the activities to be undertaken in the role. As the Company increases in size the Board will set measurable
diversity objectives.
Diversity will continue to be encouraged by a commitment by the Board and senior managers to model the code
of conduct, which can be found at https://inviongroup.com/corporate-governance/, in all aspects of the
business, by ensuring managers tasked with recruiting or advancement understand the rule and spirit of the code
of conduct and diversity policy, through training and development, and through the continued flexible approach
to work conditions.
The Board has set the following diversity objectives:
To cultivate an inclusive workplace of fairness and equality which foster the unique skills and talents of a
diverse range of people; and
To encourage diversity in skill set, experience, qualifications, and age of our workforce. With a diverse mix
of professionals, we will continue to encourage diversity in hiring and sourcing candidates.
1.6 Board and Individual Directors Performance Assessment
The Board of Invion seeks to promote transparency and accountability. Evaluation of performance is a key
element of these targets. The Board follows an informal ongoing process of self-assessment, considering both its
collective performance and that of individual directors. The Board will seek feedback from management on
performance issues as appropriate. The Executive Chair and CEO’s performance will be considered by the other
directors. A director whose performance is unsatisfactory may be asked to retire. Given the size and nature of
operations, the Board has not yet undertaken an external evaluation of the Company’s Board and Director
performance assessment process. In light of the recent changes to the composition of the Board, the Board
determined that the skills review in relation to the 2026 financial year would be deferred until later in the year
to allow the newly constituted Board sufficient time to operate together before undertaking a meaningful
evaluation process.
1.7 Senior Executive Performance Assessment
Invion has a performance and development review process in place for all management and staff. As part of this
process, the potential future development of a senior manager is discussed, along with any training required to
enhance the prospects of both the development objectives being achieved and overall performance and
progression within the Group. Due to the current size of the Company’s operations, Invion engages highly capable
consultants to perform tasks that are typically undertaken by senior managers. As a result, informal performance
reviews were not undertaken during the period.
When applicable, Invion aims to reward management with a level and mix of remuneration commensurate with
their position and responsibilities within the Group, to align the interest of management with those of
shareholders and ensure that total remuneration is competitive by market standards. Invion’s remuneration
report, which details the Group’s policy on the remuneration of key management personnel, is set out in the
Remuneration Report of the 2026 Annual Report.
CORPORATE GOVERNANCE STATEMENT
Principle 2: BOARD STRUCTURE
Invion has a Board of effective composition, size and commitment to adequately discharge its responsibilities
and duties.
2.1 Nomination and Remuneration Committee
Up until 18 August 2026, the Board had established a Nomination and Remuneration Committee to assist the
Board in fulfilling its duties and responsibilities by reviewing, advising and making recommendations to the Board
on issues of nomination and remuneration. The committee consisted of Independent Non-Executive director Mr
Alan Yamashita (Chair) and Non-Independent Executive Director, Mr Thian Chew. Any remuneration decisions
affecting the CEO / Chair roles, involved other Board members and Mr Thian Chew abstained from voting. The
current composition of the Board did not allow the Committee to meet the Corporate Governance
recommendation in relation to the majority of members being independent, due to the stage of the Company’s
development and scale. From 19 August 2026 the Board has taken carriage of those tasks previously allocated to
the Audit and Risk Management Committee utilising the Nomination and Remuneration Committee Charter to
guide decision making, the committee charter is available at https://inviongroup.com/corporate-governance/.
The Remuneration Report of the 2026 Annual Report contains details on remuneration policy and remuneration
of the Group’s key management personnel and its relationship to performance in the year under review. The
remuneration report clearly distinguishes the structure of non-executive directors’ remuneration from that of
executive directors and other key management. Shareholders are invited to vote on the adoption of the
remuneration report at the Company’s Annual General Meeting of Shareholders.
2.2 Board skills matrix
The Board considers that its membership should comprise directors with an appropriate mix of skills, experience
and personal attributes that allow the directors individually and the Board collectively to discharge their
responsibilities and duties under the law effectively and efficiently. Directors should also understand the Invion
business and the environment in which Invion operates so as to be able to set company objectives, goals and
strategic direction in order to maximise shareholder value and assess the performance of management in
meeting those objectives and goals.
The Board strives to achieve diversity in its composition. The directors collectively bring to the Board a broad
range of experience, expertise, skills, diversity and contacts relevant to Invion and its business. As of 18 August
2026, the skills and experience represented in the Board and relevant to the Company’s business at this stage
are set out in the matrix below and is the Board was satisfied that it meets expectations in all these categories:
Skills & Experience Board representation
Strategy & Leadership High
Policy Development High
Corporate Governance High
Financial Analysis & Capital Markets Expertise High
Risk & Compliance Oversight High
People Management High
Commercial Expertise High
Legal & Regulatory Approval Medium
Health, Safety, Social, and Environmental Responsibility High
Stakeholder Communication & Engagement High
Operational Leadership High
Global Experience High
Critical and Innovative Thinking High
Negotiation and Influence High
Enabling Innovation & Technology High
In light of the recent changes to the composition of the Board, the Board determined that the skills review in
relation to the 2026 financial year would be deferred until later in the year to allow the newly constituted
Board sufficient time to operate together before undertaking a meaningful evaluation process.
CORPORATE GOVERNANCE STATEMENT
2.3 Independent Directors
An independent director is a Director who is not a member of management and free from any business or other
relationship that could materially interfere with or could reasonably be perceived to materially interfere with
the Independent exercise of judgement.
The Board regularly assesses, the independence of each Non-Executive Director in light of the information with
each Director is required to disclose in relation to any material contract or other relationship with the Company
in accordance with the Director’s terms of appointment, the Corporations Act 2001, and the Board Charter.
When appointing an independent director or reviewing the independence of its Directors, the Board has regard
to the definition of independent director and the factors set out in the Recommendations, in particular the
factors relevant to assessing the independence of a director set out in Recommendation 2.3.
The Board has two non-independent directors, Mr Thian Chew and Ms Melanie Leydin and two independent
directors Mr Alan Yamashita and Mr Paul Field.
Mr Thian Chew is considered as an Executive Director due to his position as Chief Executive Officer. Ms Melanie
Leydin is not considered independent as she holds the position of CFO and Company Secretary.
The Board’s assessment of each current Director is set out below:
Name Position Appointment
date
Status
Thian Chew Executive Chairman & Chief
Executive Officer
01/12/2017 Non-Independent
Alan Yamashita Non-Executive Director 12/02/2019 Independent
Melanie Leydin Non-Executive Director 31/08/2024 Non-Independent
Paul Field* Non-Executive Director 18/08/2026 Independent
*On 18 August 2026, Mr Alistair Bennallack resigned as Non-Executive Director of the Board and Chair of the
Audit and Risk Committee. Mr Paul Field was subsequently appointed as Non-Executive on the same day.
2.4 Majority Independence
As at the date of this Statement, the Board does not have a majority of independent directors. Although the
composition of our Board does not comply with Recommendation 2.4, the current Board composition reflects
an appropriate balance of skills, expertise, and experience to fulfil its obligations to act in the best interests of
the Company and all stakeholders. The Board also considers that there are appropriate safeguards in place
including policies and protocols to ensure independent thought and decision making.
The Board recognises that it is desirable for a majority of the Board to be independent directors but the
Company’s current size dictates that this is the most efficient mode of operations at the current time. The Board
will review the appointment of further independent directors should the Company’s size and growth warrant
this.
Further information regarding our Directors is provided in the Directors’ Report of the Company’s 2026 Annual
Report, including their experience and qualifications.
2.5 Board Chair
The Board recognises the value and importance of an independent chair. Mr Thian Chew was appointed Non-
Executive Director and Chairman on 1 December 2017. As noted above, Mr Chew is not deemed to be
independent as he holds an executive role with the Company and by virtue of a consultancy agreement he has
with The Cho Group whereby Mr Chew has agreed to provide general advice and support for The Cho Group’s
interests in its investment in Invion. The Board however views Mr Chew as the best person to fulfill this role and
discharge the associated duties at this stage of the company’s development.
CORPORATE GOVERNANCE STATEMENT
2.6 Induction, Education and Training
It is the policy of the Board that, both before accepting appointment and continuously thereafter, directors are
provided with information about the Group appropriate for them to discharge their responsibilities. To help
directors maintain their understanding of the business, directors have access to the members of the
management team and also to employees at all levels. Directors are supported with their continuing education
in relation to the Company’s business and industry, and other information required by them to discharge their
responsibilities. With approval from the Executive Chair and CEO, which will not be unreasonably withheld or
delayed, each director may seek independent legal or other professional advice at the Company’s expense.
New Directors are provided with copies of all relevant documents and policies governing the Company’s business,
operations, and management, at the time of joining the Board. All Directors are provided, and when required,
with ongoing professional development and training opportunities to enable them to develop and maintain their
skills and knowledge. Directors are also encouraged to personally undertake appropriate training and refresher
courses as appropriate to maintain the skills required to discharge their obligations to the Company.
Principle 3 – ACT ETHICALLY AND RESPONSIBLY
Invion promotes ethical and responsible decision making.
3.1 Statement of Values
The Company’s values are the guiding principles and norms that define what type of organisation Invion Limited
aspires to be and what it requires from its directors, employees, and related parties. Due to the size of the
Company, the Board has not defined the Company’s values. As the Company increases in size the Board will
define the Company’s values.
3.2 Codes of conduct
The underlying principle of the Board’s code of conduct is that Invion has a commitment not only to complying
with its legal obligations but also to acting ethically and responsibly, and that ethical behaviour is required of
directors, executives and employees of the Group, as well as of advisors and consultants to the Group.
The Board has adopted specific policies in key areas, including diversity, continuous disclosure and dealing with
price sensitive information, dealing in the securities of Invion, and whistleblower protection.
The Group’s employees are required to sign in confirmation that they agree to adhere to the Group’s Code of
Conduct policy. Invion employees are encouraged to report breaches of conduct on a confidential basis. A copy
of the policy can be found in https://inviongroup.com/corporate-governance/.
3.3 Whistleblower Policy
Invion’s Whistleblower Policy demonstrates that the Company is committed to the highest standards of conduct
and ethical behaviour in all its business activities. The Company supports a culture of honest and ethical
behaviour in ensuring good corporate compliance and governance. The policy sets out, amongst other things,
the process of reporting instances of suspected misconduct which can be reported to the internal and external
parties and summarises the protections offered to whistleblowers.
Any material breach of the Company’s policies, including any breach of the Whistleblower Policy, is raised at
each Board Meeting. A copy of the Whistleblower policy is available on the Company’s website at
https://inviongroup.com/corporate-governance/.
3.4 Anti-Bribery and Corruption Policy
The Company’s Anti-Bribery and Corruption Policy demonstrates that the Invion is committed to maintain high
standards of integrity and accountability in conducting its business. The policy provides a framework of
guidelines and principles to encourage ethical behaviour in the conduct of business.
Any material breach of the Company’s policies, including any breach of the Anti-Bribery and Corruption Policy, is
raised, and reviewed at each Board Meeting. The Anti-Bribery and Corruption Policy is available on the
Company’s website at https://inviongroup.com/corporate-governance/.
CORPORATE GOVERNANCE STATEMENT
Principle 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
Invion has a structure to independently verify and safeguard the integrity of the Group’s financial reporting.
4.1 Audit Committee
The Board had previously established an Audit and Risk Management Committee, the members which are
Independent Non-Executive Director Mr Alistair Bennallack (Chair) (resigned on 18 August 2026) and
Independent Non-Executive Director Mr Alan Yamashita. A copy of the Audit and Risk Management Committee
charter is available at https://inviongroup.com/corporate-governance/.
The objectives of the Audit and Risk Management Committee are to assist the Board in fulfilling its
responsibilities in regard to financial reporting, audit and risk management, including ensuring the integrity of
Invion’s financial reporting; compliance with legal and regulatory obligations; ensuring the effectiveness of
Invion’s risk management and internal control framework; and oversight of the independence of the external
auditors. The external audit firm partner in charge of Invion’s audit attends committee meetings by invitation,
together with relevant senior managers.
In the period under review the Committee met formally on one occasion.
Following the resignation of Mr Bennallack, the Board reviewed its sub-committees composition and agreed
that given the current size of the Company and Board, the Board will fulfil the roles and responsibilities in
relation to audits going forward.
The duties of the Board in relation to audit are the same that would otherwise be fulfilled by an Audit
Committee, including overseeing the integrity of the Company’s accounting and corporate reporting systems,
including the external audit.
4.2 Assurances
The Executive Chair and CEO and CFO sign a statement to the yearly and half-yearly accounts to the effect that
Invion’s financial reports have been properly maintained, present a true and fair view, in all material respects, of
the Group’s financial conditions and operational results, are in accordance with relevant accounting standards,
and are founded on a sound system of risk management and internal compliance and control which implements
the policies adopted by the Board.
4.3 Verification of integrity of periodic corporate reports
The Company’s external auditor is William Buck. William Buck provided an independence declaration to the
Board for the financial year ended 30 June 2026, which forms part of the directors’ report. The lead audit partner
of William Buck attends the company’s Annual General Meeting and is available to answer shareholder questions
about the conduct of the audit and the preparation and content of the auditor’s report.
Principle 5 – MAKE TIMELY AND BALANCED DISCLOSURE
Invion promotes timely and balanced disclosure of all material matters concerning the Company.
5.1 Continuous Disclosure
Invion believes that all stakeholders should be informed of all major business events and risks that influence the
Group, in a factual and timely manner. Invion’s practice of providing relevant and timely information is supported
by its Continuous Disclosure Policy which details comprehensive processes to ensure compliance with the
Corporations Act and ASX Listing Rules.
Specifically, Invion’s Continuous Disclosure Policy outlines the procedure for identifying information that is or
may be price sensitive information, and for reporting that information to the Executive Chair and CEO/ Company
Secretary for review. It also provides a framework and guidance, including practical application of the rules under
the Corporations Act and ASX Listing Rules, to ensure that Invion achieves consistently high standards in
complying with its continuous disclosure obligations.
CORPORATE GOVERNANCE STATEMENT
Under this policy all price-sensitive material for public announcement will be lodged with ASX and subsequently
posted on Invion’s website. The Company Secretary is responsible for communications with the ASX. A copy of
the Continuous Disclosure Policy can be found at https://inviongroup.com/corporate-governance/.
5.2 Provide Board with copies of all material market announcements
The Company ensures that its Board receives copies of all material market announcements prior to release to
the market followed by immediate notification once the announcement has been released to the market.
5.3 Investor Presentations
In accordance with the recommendation, Invion ensures that all substantive presentations are released to the
market via the ASX Market Announcements Platform. Where appropriate the Company invite security holders
to attend the meetings at the which the presentation is being made and provide security holders with the
opportunity to participate in the presentation. The Company also maintains a separate investor page on our
website to provide shareholders with links to annual and interim reports, ASX announcements, presentations,
and other key information.
Principle 6 - RESPECT THE RIGHTS OF SECURITY HOLDERS
Invion respects the rights of security holders and facilitates the effective exercise of those rights.
6.1 Information made available on the Company’s website
The Board is committed to communicating effectively and transparently with shareholders about the Group’s
performance and results. In addition to its formal disclosure obligations under ASX Listing Rules and the
Corporations Act, the Company utilises current technologies to facilitate open and continual communications
with security holders and the market in general.
Invion’s web address is www.inviongroup.com at which investors and interested parties can access an overview
of Invion’s business, key information about Invion’s assets and core programs, a link to Invion’s company page
at ASX, all media and disclosure announcements, corporate presentations, interviews, annual and financial
reports, as well as company contact details. Invion also has a dedicated corporate governance page on its website
at which supplements the communication to security holders in the half-yearly and annual reports.
6.2 Investor relations
To ensure that security holders and other stakeholders have a full understanding of Invion’s performance and
strategies, and to help ensure effective two-way communication with investors, Invion has designed an investor
and public relations program which includes company-to-investor e-communications, investor presentations and
roadshows, analyst briefings, and targeted conference presentations and speaking events.
These updates provide an opportunity for investors and analysts to speak directly with, and ask questions of,
senior management. Invion keeps summary records for internal use of issues discussed at group and one-on-one
briefings for investors and analysts.
6.3 Shareholder Meeting Participation
General meetings are an important forum for two-way communication between Invion and its shareholders.
Shareholders can elect to receive emails with the latest investor announcements, investor presentations and
webcasts, annual reports, as well as general meeting information, including notices of meeting and explanatory
memorandums.
Invion provides an electronic voting facility which enables all security holders to vote ahead of the meeting,
without having to attend or appoint a proxy.
Invion affords all shareholders the opportunity to exercise their right to ask questions about, or make comments
on, the management of the Company, including those shareholders who are un
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