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## Corporate Governance Statement 

The board then appoints the most suitable candidate who must stand for election at the next annual general meeting of the Company. 

Retirement and rotation of directors are governed by the Corporations Act 2001 and the Constitution of the Company. Each year one third of the directors (excluding the Managing Director) must retire and may offer themselves for re-election. 

## Board performance review (2.5) 

It is the policy of the board to conduct an evaluation of the performance of the board annually. Performance is measured by the efficiency and effectiveness of the designing and implementation of the exploration and development program, the enhancement of the Company’s mineral interest portfolio, the maintenance of relationships with joint venture partners, the securing of required funding and the success of the Company’s exploration and development activities. To date, this performance evaluation has not been based on financial indicators such as earnings or dividends as the Company has been in a pre-production phase where the main focus has been on exploration and development activities making these parameters of limited relevance. With the commencement of revenue generation from the CAGP, the relevance of these parameters will increase and they will be referenced in future evaluations to the extent that they are appropriate and relevant. 

Due to the size of the board and the nature of its business, it has not been deemed necessary to institute a formal documented performance review program of individuals. On an ongoing basis, the Chairman conducts an informal review process whereby he discusses with individual directors their attitude, performance and approach toward meeting the short and long term objectives of the Company. The board considers that at this stage of the Company’s development an informal process is appropriate, however this position will be re-considered from time to time. 

## Independent professional advice 

Each director has the right to seek independent professional advice at the Company’s expense after consultation with the Chairman. Once received, the advice is to be made immediately available to all board members. 

## Access to employees 

directors have the right of access to any employee. Any employee can report any breach of corporate governance principles or company policies to the executive directors and/or company secretary who shall remedy the breach. If the breach is not rectified to the satisfaction of the employee, they shall have the right to report any breach to an independent director without further reference to senior managers of the Company. 

## Share ownership 

Directors are encouraged to own Company shares. 

## Board meetings 

The following points identify the frequency of board Meetings and the extent of reporting from management at the meetings: 

• a minimum of four meetings are to be held per year, although the board aims to meet once a month and during the period has formally met on 10 separate occasions; 

• other meetings will be held as required, meetings can be held by telecommunications link; and 

• information provided to the board includes all material information on: operations, budgets, cash flows, funding requirements, shareholder movements, broker activity in the Company’s securities, assets and liabilities, disposals, financial accounts, external audits, internal controls, risk assessment, new venture proposals, and health, safety and environmental reports. 

The number of directors’ meetings and the number of meetings attended by each of the directors of the Company during the financial year are set out in the Directors’ Report. 

## Principle 3: Promote ethical and responsible decision making 

## Code of conduct (3.1) 

The board acknowledges the need for continued maintenance of the highest standards of corporate governance practice and ethical conduct by all directors and employees. The Company has not established a formal code of conduct however the directors ensure that all business affairs are conducted legally, ethically and with the strict observance of the highest standards of integrity and propriety. The directors and management have the responsibility to carry out their functions with a view to 

