Corporate Governance

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The primary responsibility of the Board is to represent and advance Shareholders’ interests and to protect the interests of stakeholders. To fulfil this role the Board is responsible for the overall corporate governance of the Company. The Board recognises the need for the Company to operate with the highest standards of behaviour and accountability.
The Board has adopted the corporate governance policies summarised below.

To the extent they are applicable and appropriate the Company has adopted the Corporate Governance Principles and Recommendations.

The responsibilities of the Board include:

• protection and enhancement of shareholder value;
• formulation, review and approval of the objectives and strategic direction of the Company;
• monitoring the financial performance of the Company by reviewing and approving budgets and monitoring results;
• approving all significant business transactions including acquisitions, divestments and capital expenditure;
• ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained;
• the identification of significant business risks and ensuring that such risks are adequately managed;
• the review of performance and remuneration of executive directors and key staff;
• the establishment and maintenance of appropriate ethical standards; and
• evaluating and, where appropriate, adopting with or without modification the Corporate Governance Principles and Recommendations.

The Company has considered the Corporate Governance Principles and Recommendations to determine an appropriate system of control and accountability to best fit its business and operations commensurate with these guidelines.

The Company seeks to follow these recommendations for listed companies where appropriate for its size and operations. In cases where the Company determines it would be inappropriate to follow the principles because of its circumstances, the Company will provide reasons for not doing so in its Annual Report.

The Board will consider on an ongoing basis its Corporate Governance procedures and whether they are sufficient given the Company’s nature of operations and size.

Summary of Board charter

The Board is responsible for guiding and monitoring the Company on behalf of Shareholders to whom they are accountable. The Board is responsible for the strategic direction, policies and policies of the Company and establishing goals for management and the operation of the Company.

The Board has adopted a Board charter, which sets out requirements for the selection and re-appointment of Directors, composition of the Board, the role of the Chairman and Board committees and Board performance review.

Summary of Code of conduct

The Code of Conduct sets out the general principles and standards which the Board, officers and employees are encouraged to adopt when dealing with each other, Shareholders, other stakeholders and the general community. The Company is to comply with all laws, customs and business practices where it operates. The Company will recognise the rights of individuals and create a culture of treating people fairly and with respect. In their dealings the Board, officers and employees will value integrity and will not engage in deceptive, coercive or misleading practices.

The Code of Conduct sets out directives for Directors, officers and employees relating to conflicts of interests, protection and use of the Company's assets and confidentiality. Where the interests of associates, the personal interest of a Director or a Director’s family does or may conflict with those of the Company, it requires the Director to immediately disclose any conflict and either eliminate the conflict or manage such conflict in an appropriate and lawful manner.

Summary of Audit Committee Charter

The Audit Committee is responsible for assisting the Board to monitor and review the integrity of the financial reporting of the Company and matters of significance affecting financial reporting and compliance. The Board has adopted an Audit Committee Charter which outlines the composition of the Audit Committee, its responsibilities, authorities, reporting procedures and oversight of the risk management system.

Summary of Securities trading policy

The Company has in place a Securities Trading Policy which imposes trading restrictions on Securities by Directors, officers, and employees (including associates) and, where considered appropriate, contractors and consultants of the Company. In addition to the overriding prohibition under the Corporations Act against dealing in Securities when a person is in possession of inside information, the policy also contains a prohibited period within which trading is prohibited except in exceptional circumstances and subject to obtaining prior written clearance. Those subject to trading restrictions under the policy are required to obtain written clearance prior to trading at all times and must not engage in short term or speculative trading of Securities.

Summary of Continuous disclosure policy

The Company has adopted a Continuous Disclosure Policy to ensure that it complies with its obligations under the Listing Rules and the Corporations Act and which sets out the requirements for notification and the procedures for disclosure. The Board has designated the Company Secretary as the person responsible for overseeing and coordinating disclosure of information to, and communicating with, the ASX. All relevant information provided to the ASX will be posted on the Company’s website once the ASX confirms the announcement has been made, to ensure that the information is easily accessible.

Summary of Shareholder communication policy

The Company has adopted a Shareholder communication policy which outlines the processes through which the Company will endeavour to ensure effective communication with Shareholders and provide timely and accurate information to all Shareholders about the Company and its corporate strategies.The Company supports Shareholder participation in general meetings. Mechanisms for enabling Shareholder participation will be reviewed regularly to encourage the highest level of Shareholder participation.

Summary of Risk management and internal compliance and control policy

The Board determines the Company’s risk profile and is responsible for overseeing and approving risk management strategy and policies, internal compliance and internal controls. The Company’s process of risk management and internal compliance and control includes continuously identifying and reacting to risks that might impact upon the achievement of the Company’s goals, formulating risk management strategies to manage identified risks and monitoring the performance of risk management systems and internal compliance and controls.

Summary of Diversity policy

The Company is committed to providing an environment in which all employees and consultants are treated with fairness and respect, and have equal access to opportunities available at work. The Company believes diversity enables it to attract people with the best skills and attributes, and contributes to the achievement of the company's corporate objectives.