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The directors are committed to the principles underpinning the principles set out below and one Executive Director,
best practice in corporate governance, applied in a the Chief Executive Officer, at the date of signing the
manner which is best suited to the Company and its directors’ report.
controlled entities and to best addressing the directors’
accountability to shareholders and other stakeholders. The Chairperson of the Board is a non-executive director
In formulating the governance principles that guide who is elected by the full Board. The Chairperson is
the operations of the Group, the directors have taken responsible for leading the Board, ensuring directors
into account the ASX Corporate Governance Council’s are properly briefed in all matters relevant to their role
Principles of Good Corporate Governance and Best and responsibilities, facilitating Board discussions and
Practice Recommendations (3rd edition). This is supported managing the Board’s relationship with the Company’s
by an overriding organisation wide commitment to the senior executives. The Chief Executive Officer is
highest standards of legislative compliance and financial responsible for implementing group strategies and
and ethical behaviour. policies. The Board Charter specifies that these are
separate roles to be undertaken by separate people. A
A description of the Group’s main corporate governance regular review of the performance of the Chief Executive
practices is set out below. All these practices, unless Officer is conducted.
otherwise stated, were in place for the entire year.
Directors and Board committees have the right, in
Principle 1 – Lay solid foundations connection with their duties and responsibilities, to
for management and oversight seek independent professional advice at the Company’s
expense. Prior written approval of the Chairperson is
The directors’ overriding objective is to increase required, but this will not be unreasonably withheld.
shareholder value within an appropriate framework
which protects the rights and interests of shareholders Details of the members of the Board, their experience,
and ensures the Company and its controlled entities are expertise, qualifications, term of office and independent
properly managed. status are set out in the directors’ report on pages 53 to
55 under the heading ‘’Information on directors’’.
The functions of the Board of Directors are clearly
defined in the Company’s Board Charter which includes Directors’ independence
responsibility for:
Any past or present relationship with the Company
• approval of corporate strategies and the annual is carefully examined to assess the likely impact on a
budget; director’s ability to be objective and exercise independent
judgement. The Board review any transactions between
• monitoring financial performance including approval the organisation and the directors, or any interest
of the annual and half year financial reports and liaison associated with the directors, to ensure the structure and
with the Company’s auditors; the terms of the transaction is in compliance with the
Corporations Act 2001 and is appropriately disclosed.
• monitoring managerial performance; and
Performance evaluation
• ensuring the significant risks facing the Company
and its controlled entities have been identified and The Board undertakes regular self-assessments of
appropriate and adequate control, monitoring and its collective performance, the performance of the
reporting mechanisms are in place. Chairperson and its committees. The assessment also
considers the adequacy of induction and continuing
The Board of Directors education, access to information and the support provided
by the Company Secretary. Management are invited to
The Board Charter prescribes the structure of the Board contribute to this appraisal process which is facilitated by
and its committees, the framework for independence and an independent member of management. The results and
some obligations of directors. any action plans are documented together with specific
performance goals which are agreed for the coming
Board membership is regularly reviewed. Board year. An assessment in accordance with this process was
membership is regularly reviewed. Recommendations on undertaken during May 2011.
the appropriate skill mix, personal qualities, expertise and
diversity of each position are made. When a vacancy exists Diversity
or there is a need for particular skills, the selection criteria
based on the skills deemed necessary are identified. Workplace diversity recognises and values the contribution
Suitable candidates are interviewed and appointed by of people from different backgrounds, experiences and
the Board. New Board members must stand for election perspectives. It is the Company’s aim to ensure that all
at the next general meeting of shareholders. team members have equal opportunity to participate and
advance in their careers.
The Board currently comprises six Non-Executive
Directors, three of whom are deemed independent under
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