• monitoring the effective operation of the risk management and compliance framework; 

• reviewing the effectiveness of the Company’s internal control environment including compliance with applicable laws and regulations; 

• the nomination of the external auditor and the review of the adequacy of the existing external audit arrangements; 

• considering whether non-audit services provided by the external auditor are consistent with maintaining the external auditor’s independence; and 

• reviewing and monitoring of related party transactions. 

The external auditor, PricewaterhouseCoopers has engagement terms refreshed annually and has con fi  rmed its independence to the Board. The current engagement partner has conducted the audit since 2001 with rotation due no later than 2006. 

## Safeguard Integrity in Financial Reporting 

The Audit committee is responsible for stating to the Board that the Company’s fi  nancial reports present a true and fair view in all material respects of the Company’s fi  nancial condition and operational results, are in accordance with the relevant Australian Accounting Standards. At present this function is the responsibility of the entire Board. 

## Respect the Rights of Shareholders and Stakeholders 

The Board has adopted communications strategies and practices to promote communication with shareholders, in language capable of interpretation, and to encourage effective participation at general meetings. The external auditor will attend the Annual General Meeting to respond to speci fi  c questions from shareholders. 

## Risk Management 

All risks have been assessed and managed by the full board and senior executives. The policies for risk oversight and management are being developed and will be published on the company website once approved. 

## Timely and Balanced Disclosures 

The Board supports the Australasian Investor Relations Association “Best Practice Guidelines for Communication between Listed Entities and the Investment Community” and endorses a culture in favour of continuous disclosure, recognising the bene fi  ts of consistency to be achieved through a dedicated communications of fi  cer and authorised spokesperson. 

The Board notes that timely disclosure of price sensitive information is central to the ef fi  cient operation of the Australian Stock Exchange’s securities market and has adopted a policy covering announcements to the Australian Stock Exchange, prevention of selective or inadvertent disclosure, conduct of investor and analysts brie fi  ngs, media communications, commenting on expected earnings, communications black-out periods and review of brie fi  ngs and communications. 

The Company Secretary has responsibility for overseeing and coordinating disclosure of information to the Australian Stock Exchange and liaises with the Managing 

Director and CEO in relation to continuous disclosure matters and overseeing and coordinating disclosure of information to analysts, brokers and shareholders. The Managing Director and CEO is responsible for overseeing and coordinating disclosure of information to the media. 

The Company’s continuous disclosure policy is consistent with ASX Principle 5. 

## Directors, Of fi  cers and Employees dealing in company shares 

Company policy imposes restrictions on personnel trading in the securities of the Company in order to prevent trading in contravention of the insider trading provisions of the Corporations Act, with the following key aspects: 

• all Directors and employees are to formally notify the Company Secretary of their bene fi  cial shareholdings in the Company and any changes to this within 3 days of each change occurring. The Company Secretary will maintain a register of interests held by Directors and employees; 

• no Director or any entity controlled by that Director is allowed to trade in the securities of the Company without advance noti fi  cation to the Chairman; 

• no Director or employee or any entity controlled by him or her is allowed to engage in the business of active dealing in the Company’s shares; 

• a Director, employee or any entity controlled by him or her must not trade at any time when he or she possesses information which is not generally available and if disclosed publicly, would be likely to materially affect the market price of the Company’s shares; and 

• a Director or of fi  cer may trade in the Company’s shares within a period of 30 days following the release of the Company’s quarterly, half-yearly or annual results, or the holding of the Company’s annual general meeting. 

## Remunerate Fairly and Responsibly 

Directors and key executives are remunerated in accordance with market conditions and performance. The current Managing Director and CEO’s remuneration and termination entitlements are referred to in Note 23 and 33 to the Financial Statements. 

## Ethical Standards 

All directors, executives and employees are expected to act with the utmost integrity and objectivity, being fair and honest in dealings, treating all people with dignity and respect and acting with the best interests of the Company at all times. Any reports of misconduct are investigated by the Board. 

## Access to Professional Advice 

Issues of substance are considered by the Board with external advice from its professional advisers as required. The Board’s individual members can seek independent professional advice at the Company’s expense in carrying out their duties. Prior written approval of the Chairman is required, but may not be unreasonably withheld. 

