The Directors monitor the business affairs of the Company on behalf of Shareholders and have formally adopted a corporate governance policy which is designed to encourage Directors to focus their attention on accountability, risk management and ethical conduct.

The Company’s main corporate governance policies and practices are summarised below and in the attached policy documents:

The Board

The Company’s Board of Directors is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives, and monitors performance against those objectives. The goals of the corporate governance process are to:

• drive Shareholder value;
• ensure a prudential and ethical base to the Company’s conduct and activities; and
• ensure compliance with the Company’s legal and regulatory obligations.

Consistent with these goals, the Board assumes the following responsibilities:

• develop initiatives for profit and asset growth;
• reviewing the corporate, commercial and financial performance of the Company on a regular basis;
• acting on behalf of, and being accountable to the Shareholders;
• identifying business risks and implementing actions to manage those risks; and
• developing and effecting management and corporate systems to assure quality.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in the Board discussions on a fully informed basis.

Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting.

However, the Company commits to the following principles:

(a) the Board to comprise of Directors with a blend of skills, experience and attributes appropriate for the Company and its business; and

(b) the principal criterion for the appointment of new Directors being their ability to add value to the Company and its business.

No formal nomination committee or procedures have been adopted for the identification, appointment and review of the Board membership, but an informal assessment process, facilitated by the Chairman in consultation with the Company’s professional advisors, has been committed to by the Board.

Advisory Board

The Board may from time to time appoint an advisory board to assist the Board in the consideration of any issue or the implementation of any plan.

Independent Professional Advice

Subject to the Chairman’s approval (not to be unreasonably withheld), the Directors, at the Company’s expense, may obtain independent professional advice on issues arising in the course of their duties.

Remuneration Arrangements

The remuneration of an executive director will be decided by the Board, without the affected executive director participating in that decision-making process.

The maximum remuneration of non-executive Directors is the subject of a Shareholder resolution in accordance with the Company’s Constitution, the Corporations Act and the Listing Rules, as applicable. The apportionment of non-executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current limit, which may only be varied by Shareholders in general meeting, is an aggregate amount of $300,000 per annum. The Board may award additional remuneration to non-executive Directors called upon to perform extra services or make special exertions on behalf of the Company.

External Audit

The Company in general meeting is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.

Identification and Management of Risk

The Board’s collective experience will enable accurate identifi cation of the principal risks which may affect the Company’s business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

Ethical Standards

The Board is committed to the maintenance of appropriate ethical standards.

Corporate Governance Policy Documents

• Corporate Governance Statement
• Board Charter
• Remuneration Committee Charter
• Code of Conduct
• Securities Trading Policy
• Anti Bribery and Corruption Policy
• Continuous Disclosure and Communication Policy
• Diversity Policy
• Related Party Transactions and Conflicts of Interest Policy
• Risk Management and Oversight Policy