 giving shareholders ready access to balanced and understandable information about the company and corporate proposals; and 

 the external auditor attending the Annual General Meeting and being available to answer shareholder questions about the conduct of the audit and the preparation and content of the Auditor’s Report. 

A copy of the company’s Communications Policy is able to be reviewed in the Investor Centre of the company’s website. 

## Principle 7: Recognise and manage risk 

The Board, together with management, has sought to identify, monitor and mitigate risk. Internal controls are monitored on a continuous basis and wherever possible, improved. The issue of risk management is formalised in the company’s Corporate Governance Policy and in the Audit, Risk & Compliance Committee Terms of Reference which are both kept under regular review. The review takes place at both committee level through the Board’s Audit, Risk & Compliance Committee which meets at least four times each year, and at board level. The Audit, Risk & Compliance Committee has established policies and procedures to identify and monitor business risks as well as adopting an internal compliance and control system to manage material business risk. 

The Operational Risk Management Committee, which is comprised of the Managing Director and Senior Executives who are representative of all aspects of the company’s business across the globe, regularly reports to the Audit, Risk & Compliance Committee. The Operational Risk Management Committee has responsibility for oversight and maintenance of the Enterprise Wide Risk Management System, the company’s Operational Risk Management Plan, which has been established in accordance with AS/NZ 4360:2004. The Operational Risk Management Committee also has responsibility for operational risks, quality control issues and operations processes. 

The Audit, Risk & Compliance Committee reports to the Board regularly on the implementation and management of the Enterprise Wide Risk Management System and identifies significant risks to the company and how they are being mitigated and managed by management via the Operational Risk Management Committee. 

This structure allows the company to assess risks ranging from low to very high and it is those risks that are identified as significant that are referred to in the Financial Report. 

The company also monitors the quality and accuracy of its services through a Quality Management System. The details of the Quality Management System are available to staff via the company’s intranet and client feedback is a feature of the system. 

The Managing Director and Chief Financial Officer attest to the Board the soundness of the risk management and internal control systems each year and that the system is operating effectively in all material aspects in relation to financial risks. 

The objective, roles and responsibilities of the Audit & Risk Compliance Committee and Operational Risk Management Committee and each committee’s terms of reference are able to be accessed in the Investor Centre of the company’s website. 

## Principle 8: Remunerate fairly and responsibly 

The company has established a Remuneration Committee. The Remuneration Committee, which advises and reports to the Board, is chaired by the Chairman, Mr Massey and includes Mr Barnes and Mr Johnston, all Non-executive Directors. Details of the number of meetings of the committee and members’ attendance can be found in the Directors’ Report. The current remuneration of the Directors and the Senior Executives is published in the Directors’ Report. 

The Executive Director and Senior Executive Remuneration Policy is: 

Cardno Limited seeks to set fair and market competitive remuneration for its Executive Directors and Senior Executives to ensure high performance and long-term commitment while taking into consideration the best interest of shareholders. Executive Directors and Senior Executives’ remuneration consists of fixed salary, potential Performance Equity Plan participation, discretionary cash bonuses and other benefits including superannuation and salary sacrificing. In determining the salary of Executive Directors and Senior Executives, an assessment of performance is completed and a review of the market is conducted. The company takes into account the responsibilities of the individual’s position, the level of skill and experience as well as the company’s business. 

If the employment of an Executive Director or Senior Executive is terminated, the Executive Director or Senior Executive may be entitled to receive from the employer pay in lieu of notice and compensation for employee entitlements such as annual leave and long service leave up to the termination date and by reference to the Executive’s remuneration. 

Where the Executive Directors participate in equity-based incentive plans, the details are submitted to shareholders for approval. 

