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2009 COMPARISON OF THE COMPANYS CORPORATE GOVERNANCE PRACTICES
2009 COMPARISON OF THE COMPANY’S CORPORATE GOVERNANCE PRACTICES WITH THE ASX CORPORATE GOVERNANCE COUNCIL’S (“ASXCGC”) CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS Principle/ ASXCGC’s Principles and Recommendations Has the Reference in 2009 Recomme Company Corporate Governance ndation Adopted Statement (“CGS”) and the Remuneration Report Recomme (“RR”) ndation? Principle 1 Principle 1: Lay solid foundations for management and oversight 1.1 Establish the functions reserved to the Board and Yes Role of Board CGS p.23 those delegated to senior executives and disclose those functions. 1.2 Disclose the process for evaluating the performance Yes Delegation of responsibility of senior executives to Management CGS p.22; RR – How and when is performance assessed p.40 1.3 Provide the information indicated in Guide to Yes reporting on Principle 1 a. an explanation of any departure from a. CGS Introduction; Recommendations 1.1, 1.2 or 1.3 b. whether a performance evaluation for senior b. RR Board policy p.39; executives has taken place in the reporting How and when is period and whether it was in accordance performance assessed p.40 with the process disclosed. Principle 2 Structure the Board to add value 2.1 A majority of the Board should be independent Yes Board composition CGS directors. p.22 and Director Independence CGS p.24 2.2 The chair should be an independent director Yes Board composition CGS p.22; Chairman CGS p.24 2.3 The roles of chair and chief executive officer should Yes Chairman CGS p.24 not be exercised by the same individual. 2.4 The Board should establish a nomination committee. Yes Nomination & Prudential Committee CGC p.25 2.5 Disclose the process for evaluating the performance Yes Board Performance of the Board, its committees and individual directors. Assessment CGS p.24 2.6 Provide the information indicated in Guide to Yes CGS pp.22,, 24, 26, 28 and Reporting on Principle 2. 29 a. the skills, experience and expertise relevant to the a. CGS p.20 position of director held by each director in office at the date of the annual report b. i. the names of the directors considered by the b. i. CGS Director skill & board to constitute independent directors and ii. the experience p.23; ii. company’s materiality thresholds Director independence c. the existence of any of the relationships listed in p.24 Box 2.1 and an explanation of why the board c. not applicable considers a director to be independent, notwithstanding the existence of those relationships d. Access to independent d. a statement as to whether there is a procedure professional advice agreed by the board for directors to take independent CGS p.24 professional advice at the expense of the company e. the period of office held by each director in office at e. Board of Directors p.20 the date of the annual report f. the names of members of the nomination committee f. Nomination & Prudential and their attendance at meetings of the committee, or committee CGS p. 25 where a company does not have a nomination attendance CGS p.28 committee, how the functions of a nomination committee are carried out g. whether a performance evaluation for the board, its g. Board performance committees and directors has taken place in the assessment CGS p.24 reporting period and whether it was in accordance with the process disclosed Principle 3 Promote ethical and responsible decision-making 3.1 Establish a code of conduct and disclose the code or Yes Code of Conduct CGS pp a summary of the code as to: 29 the practices necessary to maintain confidence in the company’s integrity the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. 3.2 Establish a policy concerning trading in company Yes Share Trading Policy securities by directors, senior executives and CGS pp.29-30 employees, and disclose the policy or a summary of that policy. 3.3 Provide the information indicated in Guide to Yes CGS Intro p.21, Code of reporting on Principle 3. Conduct p.29 and Share Trading Policy p.29-30 Principle 4 Safeguard integrity in financial reporting 4.1 The Board should establish an audit committee Yes Audit Committee CGS p.26 4.2 Structure the audit committee so that it: Yes Audit Committee CGS • consists only of non-executive directors pp.26 • consists of a majority of independent directors • is chaired by an independent chair, who is not chair of the Board • has at least three members. 4.3 The audit committee should have a formal charter. Yes Audit Committee CGS p.26 4.4 Provide the information indicated in Guide to Yes reporting on Principle 4. a. the names and qualifications of those appointed to a. CGS pp 26 and the audit committee and their attendance at meetings attendance p.28 of the committee, b. the number of meetings of the audit b. CGS p.28 committee Principle 5 Make timely and balanced disclosure 5.1 Establish written policies designed to ensure Yes External Disclosure and compliance with ASX Listing Rule disclosure Market Communications requirements and to ensure accountability at a senior Policy CGS p.30 executive level for that compliance and disclose those policies or a summary of those policies. 5.2 Provide the information indicated in Guide to Yes External Disclosure and reporting on Principle 5. Market Communications Policy CGS p.30 Principle 6 Respect the rights of shareholders 6.1 Design a communications policy for promoting Yes Communications with the effective communication with shareholders and market & Shareholders encouraging their participation at general meetings CGS p.30 and disclose their policy or a summary of that policy. 6.2 Provide the information indicated in Guide to Yes Communications with the reporting on Principle 6. market & Shareholders CGS p.33 Principle 7 Recognise and manage risk 7.1 Establish policies for the oversight and management Yes Risk Management CGS of material business risks and disclose a summary of pp.28-29 those policies. 7.2 The Board should require management to design and Yes Risk Management CGS implement the risk management and internal control pp.28-29; Management system to manage the company’s material business Certificates CGS p.29 risks and report to it on whether those risks are being managed effectively. The Board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks. 7.3 The Board should disclose whether it has received Yes Management Certificates assurance from the chief executive officer (or CGS p.29 equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. 7.4 Provide the information indicated in Guide to Yes Risk Management CGS reporting on Principle 7. pp. 28-29; Management Certificates CGS p.29 Principle 8 Remunerate fairly and responsibly 8.1 Establish a remuneration Committee Yes Remuneration Committee CGS pp.25-26 8.2 Clearly distinguish the structure of non-executive Yes Remuneration Policy directors’ remuneration from that of executive CGS p.26; RR Non- directors and senior executives. executive directors’ remuneration p.37 8.3 Provide the information indicated in Guide to Yes reporting on Principle 8: a. the names of the members of the remuneration a. CGS p. 26 and committee and their attendance at meetings of the attendance p. 28 committee; b. the existence and terms of any schemes for b. RR p.37 retirement benefits, other than superannuation, for non-executive directors
"2009 COMPARISON OF THE COMPANYS CORPORATE GOVERNANCE PRACTICES"