| |
|
Annual Report Reference |
Comply |
| Principle 1 - Lay solid foundations for management and oversight |
| 1.1 |
Establish and disclose the functions reserved to the Board and those delegated to senior executives |
2.2, 2.3, 2.4, 2.5 and 3.16 |
|
| 1.2 |
Disclose the process for evaluating the performance of senior executives |
3.14 |
|
| 1.3 |
Provide the information indicated in the Guide to reporting on Principle 1 |
2.2, 2.3, 2.4, 2.5, 3.14 and 3.16 |
|
| Principle 2 - Structure the board to add value |
| 2.1 |
A majority of the Board should be independent directors |
3.7 |
|
| 2.2 |
The chair should be an independent director |
3.7 and 3.11 |
|
| 2.3 |
The roles of Chairman and CEO should not be exercised by the same individual |
3.11 |
|
| 2.4 |
The Board should establish a Nomination Committee |
4.2 |
|
| 2.5 |
Disclose the process for evaluating the performance of the Board, its committees and individual directors |
3.5, 3.6 and 3.7 |
|
| 2.6 |
Provide the information indicated in the Guide to reporting on Principle 2 |
AR p18-19, 3.1, 3.5, 3.6, 3.7, 3.15, 4.2 and Website |
|
| Principle 3 - Promote ethical and responsible decision-making |
| 3.1 |
Establish a code of conduct and disclose the code or a summary of the code as to the practices necessary to maintain confidence in the Company's integrity, the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders and the responsibility and accountability of individuals for reporting and investigating reports of unethical practices |
5.1 and 5.2 |
|
| 3.2 |
Establish a policy concerning trading in Company securities by directors, senior executives and employees, and disclose the policy or a summary of that policy |
5.4 |
|
| 3.3 |
Provide the information indicated in the Guide to reporting on Principle 3 |
Website and 5.1-5.4 |
|
| Principle 4 - Safeguard integrity in financial reporting |
| 4.1 |
Establish an Audit Committee
|
4.1 |
|
| 4.2 |
The Audit Committee should be structured so that it consists only of non-executive directors, consists of a majority of independent directors, is chaired by an independent chair, who is not chair of the Board and has at least three members |
3.7 and 4.1 |
|
| 4.3 |
The Audit Committee should have a formal charter |
Website |
|
| 4.4 |
Provide the information indicated in the Guide to reporting on Principle 4 |
3.1 and Website |
|
| Principle 5 - Make timely and balanced disclosure |
| 5.1 |
Establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies |
5.3 and 6.7 |
|
| 5.2 |
Provide the inforamtion indicated in the Guide to reporting on Principle 5 |
5.3, 6.7 and Website |
|
| Principle 6 - Respect the rights of shareholders |
| 6.1 |
Design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy |
7.1-7.5 |
|
| 6.2 |
Provide the information indicated in the Guide to reporting on Principle 6 |
7.1-7.5 and Website |
|
| Principle 7 - recognise and manage risk |
| 7.1 |
Establish policies for the oversight and management of material businesss risks and disclose a summary of those policies |
6.1-6.12 |
|
| 7.2 |
The Board should require management to design and implement the risk management and internal control system to manage the Company's material business risks and report to it on whether those risks are being managed effectively. The Board should disclose that management has reported to it as to the effectiveness of the Company's management of its material business risks |
6.3, 6.7, 6.8 and 6.10 |
|
| 7.3 |
The Board should disclose whether it has received assurance from the CEO (or equivalent) and the CFO (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks |
6.8 |
No - the Board receives the declaration required under SEC rules |
| Principle 8 - Remunerate fairly and responsibly |
| 8.1 |
The Board should establish a Remmuneration Committee |
4.3 |
|
| 8.2 |
Clearly distinguish the structure of non-executive directors' remuneration from that of executive directors and senior executives |
Rem Report |
|
| 8.3 |
Provide the information indicated in the Guide to reporting on Principle 8 |
3.1, 4.3, 5.4, Rem Report, and Website |
|
