Corporate Governance

The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs. To the extent they are applicable, the Company has adopted The Corporate Governance Principles and Recommendations as published by ASX Corporate Governance Council. A summary of the Company's corporate governance practices is set out below.

Summary of Board Charter

The role of the Board is to provide leadership for and supervision of the Company's senior management. The Board provides the strategic direction of the Company and regularly measures the progression by senior management of that strategic direction. The Board is responsible for promoting the success of the Company through its oversight role. The Board also reviews the Company's policies on risk oversight and management, internal compliance and control, its Code of Conduct, and legal compliance. There are mechanisms in place so that the Board can satisfy itself that senior management has developed and implemented a sound system of risk management and internal control in relation to financial reporting risk and material business risk. The Board monitors and reviews senior management's performance and implementation of strategy. The Board delegates to senior management the responsibility of the day-to-day activities in fulfilling the Board's responsibility. The Board Charter also sets out quantitative and qualitative materiality thresholds. The Board Charter describes the division of responsibilities between the Chair, the lead independent director (if any) and the Managing Director. The role of non executive and independent directors is also set out in the Board Charter.

Summary of Audit Committee Charter

The role of the audit committee is to monitor and review the integrity of the financial reporting of the Company and to review significant financial reporting judgments. The audit committee is also to review the Company's internal financial control system and risk management systems and to monitor, review and oversee the external audit function. The audit committee has the power to conduct or authorize investigations into any matters within the audit committee's scope of responsibilities. The audit committee has the authority, as it deems necessary or appropriate, to retain independent legal, accounting or other advisors. The audit committee also assesses whether external reporting is consistent with audit committee members' information and knowledge and is adequate for shareholder needs and assesses the management processes supporting external reporting.

Summary of Nomination Committee Charter

The role of the nomination committee is to effectively examine the selection and appointment practices of the Company. The nomination committee regularly reviews the size and composition of the Board and makes recommendations to the Board on any appropriate changes. The nomination committee identifies and assesses necessary and desirable director competences with a view to enhancing the Board. The nomination committee also regularly reviews the time required from non executive directors and whether non executive directors are meeting that requirement. The nomination committee is responsible for developing a process for evaluation of the performance of the Board, Board committees (if any), and when deemed appropriate by the Chair, individual Board members. Initial director appointments are made by the Board. The new director will be required to stand for election at the Company's next general meeting.

Summary of Remuneration Committee Charter

The function of the remuneration committee is to review and make appropriate recommendations on remuneration packages of executive directors, non executive directors and senior executives. The remuneration committee is also responsible for reviewing any employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed.

Summary of Remuneration Policy

Emoluments of Directors and senior executives are set by reference to payments made by other companies of similar size and industry, and by reference to the skills and experience of the Directors and executives. The Company's policy is to remunerate non executive directors at market rates (for comparable companies) for time, commitment and responsibilities. Fees for non executive directors are not linked to the performance of the Company. From time to time the Company may grant options to non executive directors. The grant of options is designed to recognise and reward efforts as well as to provide non-executive directors with additional incentive to continue those efforts for the benefit of the Company. Executive pay and reward consists of a base salary and performance incentives. Executives are prohibited from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements.

Summary of Code of Conduct

The Code of Conduct sets out the principles and standards which the Board, management and employees of the Company are encouraged to strive towards when dealing with each other, shareholders and the broad community. The Company is to comply with all legislative and common law requirements which affect its business. The Company will deal with others in a way that is fair and will not engage in deceptive practices. The Code of Conduct sets out directives for Directors, management and staff relating to conflicts of interests, protection of the Company's assets and confidentiality.

Summary of Policy and Procedure for Selection and (Re)Appointment of Directors

In considering new candidates, the nomination committee (or equivalent) evaluates the range of skills, experience and expertise of the existing Board. In particular, the nomination committee (or equivalent) is to identify the particular skills that will best increase the Board's effectiveness. Consideration is also given to the balance of independent Directors on the Board. Reference is made to the Company's size and operations as they evolve from time to time. Any appointment made by the Board is subject to ratification by shareholders at the next general meeting. All Directors are required to consider the number and nature of their directorships and calls on their time from other commitments. Shareholders shall be informed of the names and details of candidates submitted for election as Directors, in order to enable shareholders to make an informed decision regarding the election.

Summary of Process for Performance Evaluation

The Chair is responsible for evaluation of the Board and, when deemed appropriate, Board committees and individual Directors. The Board is also responsible for evaluating the Managing Director. Other senior executives are evaluated by the Managing Director.

Summary of Policy for Trading in Company Securities

The Board has adopted a policy which prohibits dealing the Company's securities by Directors, officers and employees when those persons possess inside information. The Policy provides that the written acknowledgement of the Chair must be obtained prior to trading.

Summary of Compliance Procedures

The Board has adopted Compliance Procedures to assist it to comply with the Listing Rules disclosure requirements. Under the Compliance Procedures, a responsible officer is appointed who is primarily responsible for ensuring the Company complies with its disclosure obligations. The duties of the responsible officer are set out in the Compliance Procedures. The Compliance Procedures provide guidelines as to the type of information that needs to be disclosed and encourages thorough recording of disclosure decision making. The Compliance Procedures contain information on avoiding a false market, safeguarding confidentiality of corporate information, and information on external communication for the purpose of protecting the Company's price sensitive information. The Compliance Procedures also provide guidance relating to potential disclosure material.

Summary of Procedure for the Selection, Appointment and Rotation of External Auditor

The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises, as per the recommendations of the audit committee with the decision being ratified by shareholders at the next annual general meeting of the Company. Candidates for the position of external auditor of the Company must be able to demonstrate complete independence from the Company and an ability to maintain independence through the engagement period. The audit committee will review the performance of the external auditor on an annual basis and make any recommendations to the Board.

Summary Shareholder Communication Strategy

The Board aims to ensure that the shareholders are informed of all major developments affecting the company. All shareholders receive the Company's annual report. The Company maintains a website on which the Company makes certain information available on a regular basis.

Summary of Risk Management Policy

The Board has adopted a Risk Management Policy. Under the policy, the Board delegates day-to-day management of risk to the Managing Director. The Policy sets out the role of the Managing Director and accountabilities. It also contains the Company's risk profile and describes some of the policies and practices the Company has in place to manage specific business risks.

As the Company's activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance structures will be given further consideration.