Corporate Governance

NOMINATION PRINCIPLES

The composition of the Board is determined using the following principles:

  • The Board presently comprises three Directors. This number may be increased where it is felt additional expertise is required in specific areas, or when an outstanding candidate materialises.
  • The Board should comprise Directors with a broad range of expertise, both nationally and Internationally.

Terms and Conditions Relating to Appointment and Retirement of Directors

Directors are firstly appointed by the Board and subsequently ratified at the first shareholders meeting held after the Directors appointment. A Director is normally appointed for three years and needs to retire after three years but may seek re-election at a shareholders meeting. In effect, one third of the Directors retire each year and seek re-election.

Procedures for Establishing and Reviewing Compensation Arrangements for Directors and Senior Executives

Currently, the full Board meets to discuss the issue of compensation to Directors, with each Director being absent during the determination of their respective compensation arrangements. The executive Directors meet to discuss the issue of compensation to senior executives.

PROCEDURES FOR NOMINATION EXTERNAL AUDITORS AND REVIEWING THEIR APPOINTMENT

The legal requirements for appointment of auditors, outlined in the Corporations Act 2001, are      fol­lowed. The existing Auditor’s three years but may seek re-election at a shareholders meeting. In effect, one third of the Directors retire each year and seek re-election. All necessary consents and resignation notices are required to be completed.

BUSINESS RISKS

Significant areas of concern are discussed at Board level. Where appropriate, senior executives and appropriate experts are invited to address Board meetings on the major risks facing the consolidated entity and to develop strategies to mitigate those risks.

ETHICAL STANDARDS

The Board of Directors is committed to a policy of upholding the highest standards of ethical behaviour throughout the organisation.

THE ROLE OF THE SHAREHOLDERS

The Board aims to ensure that the shareholders are informed of all major developments affecting the consolidated entity’s state of affairs. Information is communicated to shareholders via periodic reports, and the Company’s website.