INSTRUCTIONS - Realview

Remuneration CommitteeMembers: Barbara Gibson (Chair),Doug Bailey, Robert Rae, Colin Wise.Function: The Committee assists andadvises the Board in relation to theremuneration of the Managing Directorand CEO, and their senior executivedirect reports, remuneration levels foremployees of the Company andconsultants/contractors who areengaged to perform executiveresponsibilities, and fees forNon-Executive Directors.Audit CommitteeMembers: Doug Bailey (Chair),Phil Lockyer, Robert Rae, Colin Wise.Function: The Committee assists andadvises the Board in discharging itsresponsibilities in relation to financialreporting, financial risk management,evaluating the effectiveness of thefinancial control environment, oversightof the external audit function andreview of Ore Reserve estimationprocesses. Matters relating to theassessment and supervision of nonfinancialbusiness risks and complianceare covered directly by the Board.Health and Safety CommitteeMembers: Phil Lockyer (Chair),Barbara Gibson, Colin Wise.Function: The Committee assists andadvises the Board in relation to safetyand health issues, including, inconjunction with Management,• promoting a safety conscious culturethroughout the Company;• overseeing the function andeffectiveness of the Health and SafetyManagement Committee; and• recommending to the Boardoutcomes on H&S policy, plans,compliance and issues.Details of the number of meetings ofthe Board and each Committee duringthe year, and each Director’s attendanceat those meetings, are set out on page28 of this report.Director participationDirectors visit St Barbara’s miningoperations at least once per annum andmeet with Management on a regularbasis to gain a better understandingof the Company’s business.Independent professional adviceand access to Company informationAs specified in the Board Charter andindividual letters of appointment, Directorshave right of access to all relevantCompany information, to Companyexecutives and, subject to priorconsultation with the Chairman, mayseek independent advice from a suitablyqualified adviser at St Barbara’s expense.Principle 3: Promote ethical andresponsible decision makingThe Board and the Company’semployees are expected to uphold thehighest levels of integrity andprofessional behaviour in theirrelationships with all of the Company’sstakeholders. During the year theCompany developed and adopted anew set of Values and a Vision to be asuccessful and growing gold company.The values and vision are on theCompany website. Employees andother members of the workforce aremade aware of acceptable behaviourthrough on-going training anddevelopment and contact with seniormanagement who are encouraged tolead by example.In addition to living these values, theCompany has specific policies andprocedures that cover conflicts of interestfor Directors. These include maintaininga register of Director interests.Employees are accountablefor their conduct under a rangeof Company policies and procedures,including an Occupational Health andSafety Policy, an Equal OpportunityPolicy, an Environment Policy, a policyregarding the Use of Computer Facilitiesand others. The Company Secretary isresponsible for investigating any reportsof unethical practices and reportingoutcomes to the Managing Directorand CEO or the Board, as appropriate.Trading in St Barbara sharesTo safeguard against insider trading,St Barbara’s Dealing in Securities Policyprohibits Directors and employees fromtrading St Barbara securities if they areaware of any information not in thepublic domain that could be expectedto have a material effect on the priceof Company securities. Dealing inCompany shares by Directors, Officersand Employees is governed by a‘Dealings in Securities’ Policy. Thispolicy allows for a 30-day tradingwindow commencing from thebusiness day following significantpublic announcements, provided theCompany is not at any time during the30 days in possession of undisclosedpotentially price sensitive information.St Barbara discloses to the ASX anytransaction conducted by the Directorsin St Barbara securities in accordancewith ASX Listing Rules.Principle 4: Safeguard integrityin financial reportingThe Board has established an AuditCommittee and its Charter is availableon the Company’s website. The AuditCharter covers the principles governingthe relationship with the externalauditors. The Committee considers thatKPMG’s process of partner rotation issufficient to maintain independenceof external auditors.Principle 5: Make timely andbalanced disclosureSt Barbara seeks to provide relevantup-to-date information to itsshareholders and the broaderinvestment community in accordancewith the continuous disclosurerequirements under the ASX ListingRules. The Board has implemented aContinuous Disclosure Policy to ensurethat information considered potentiallymaterial to the share price or its valueis lodged with the ASX as soon aspracticable. Other relevant information,including Company presentations,updates by senior management andcommentary on financial results, arealso subject to strict internal reviewsand disclosed to the ASX and throughthe Company website.stbarbara.com.au – Annual Report 2009: 21