Annual Report 99/00 - InvestorInfo

Corporate Governance
The Board
The Board is responsible for the corporate governance practices of the company including the direction and
oversight of the company's business on behalf of the shareholders. Responsibility for the formulation of strategy
and management of day to day operations and administration is delegated by the Board to the Managing
Director. Policy and other functions of the Board include:
• approving goals, strategy and plans for the company's direction formulated by management and monitoring
their implementation;
• receiving and approving management recommendations such as capital expenditure and monitoring the
company's financial performance and results on a monthly basis; and
• meeting statutory, regulatory and reporting requirements of the Corporations Law and Listing Rules.
The Board consists of the Managing Director, another executive Director and three non-executive Directors,
which includes the Chairman. The Board's present policy, taking into account the size of the company and its
operations and immediate history, is that the Board should in the first instance consist of only five Directors,
with the Chairman being a non-executive Director.
The Directors' terms of appointment are governed by the Constitution and one-third of the Directors must retire
at each annual general meeting (of members).
Each Director has the right to seek independent professional advice at the company's cost, subject to the
approval of the Chairman.
The Board of Directors continually monitors areas of significant business risk. Once particular risks are
identified it is the responsibility of the Board to ensure that management takes such action as is required to
minimise these risks.
The company recognises the need for Directors and employees to observe the highest standards of behaviour
and business ethics when engaging in corporate activity. All Directors and employees are expected to act in
accordance with the law and with the highest standards of propriety.
The Remuneration and Nomination Committee:
The Board has established a remuneration and nomination committee consisting of the non-executive Chairman,
Mr Stephen R Williams, the Managing Director, Mr Kieran Kelly, and Mr Stephen A Williams, another
non-executive Director. This committee reviews the composition of the Board on an annual basis to ensure the
Board comprises an appropriate mix of skills and experience. It also reviews and makes recommendations for
Directors and executives on remuneration packages and terms of employment. The remuneration of the
Managing Director is determined by the non-executive Directors.
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