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2009 COMPARISON OF THE COMPANYS CORPORATE GOVERNANCE PRACTICES

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2009 COMPARISON OF THE COMPANYS CORPORATE GOVERNANCE PRACTICES

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									      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

								
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