The Company is committed to implementing the highest standards of corporate governance.

This Corporate Governance Statement discloses the extent to which the Company has followed the ASX Corporate Governance Principles and Recommendations (ASC Principles).

Where the Company’s corporate governance practices follow the ASX Principles, the board has made appropriate statements reporting on the adoption of the ASX Principles.

Where the Company’s corporate governance practices have not followed the ASX Principles, the Board has provided its reasons for not following them and disclosed what, if any, alternative practices the Company has or will adopt instead.

The Board has an Audit and Risk Management Committee comprising:

Ms Andrea Hall (Chairperson);

Mr Michael Smith;

Mr Peter Hall;

Mr Stephen Targett; and

Ms Michelle d’Almeida

The role of the Audit & Risk Management Committee is to:

• Monitor and review the integrity of the financial reporting of the Company, reviewing significant financial reporting judgements;
• Review the Company’s internal financial control system;
• Monitor management’s performance against the entity’s risk management framework, including whether it is operating within the risk appetite set by the Board;
• Review any material incident involving fraud or a breakdown of the entity’s risk controls and the lessons learned;
• Approve the audit plan and receive reports from internal audit on its reviews of the adequacy of the entity’s processes for managing risks;
• Receive reports from management on new and emerging sources of risk and the risk controls and mitigation measures that management has put in place to deal with those risks;
• Make recommendations to the Board in relation to changes that should be made to the entity’s risk management framework or to the risk appetite set by the Board;
• Oversee the Company’s insurance program;
• Monitor, review and oversee the external audit function including matters concerning appointment and remuneration, independence and non-audit services;
• Monitor and review compliance legislation, regulations and policies and procedures that include, but not limited to, Company’s Risk Management Policy, Code of Conduct and Whistleblower Policy; and
• Perform such other functions as assigned by law, the Company’s Constitution or the Board

The Board has a Nomination Committee comprising:

Mr Michael Smith (Chairperson);

Ms Andrea Hall;

Mr Keith John;

Mr Peter Hall;

Mr Stephen Targett; and

Ms Michelle d’Almeida

The role of the Nomination Committee is to examine the selection and appointment practices of the Company, including strategies to address Board diversity and compliance with the Company’s Diversity Policy, although the Board retains ultimate responsibility.

The Board has a Remuneration Committee comprising:

Mr Michael Smith;

Ms Andrea Hall;

Mr Peter Hall;

Mr Stephen Targett; and

Ms Michelle d’Almeida

The function of the Remuneration Committee is to assist the Board in fulfilling its corporate governance responsibilities with respect to remuneration by reviewing and making appropriate recommendations to the Board on:-

• Remuneration packages for directors and senior executives; and
• Incentive and equity-based remuneration plans including the appropriateness of performance hurdles and total payments proposed.