INSTRUCTIONS - Realview

cORPORATE GOVERNANCEcontinuedPrinciple 6: Respect the rightsof shareholdersDuring the year the Company adopteda shareholder Communications Policy.Communication to shareholders isfacilitated by the production of theAnnual Report, Quarterly Reports,public announcements and the postingof ASX releases on St Barbara’s websiteimmediately after their disclosure on theASX. Shareholders can register on thewebsite to receive email notificationof announcements. The Companybelieves, considering the size of theshareholder base, that through thecurrent announcement procedures anddistribution methods, shareholders havethe opportunity to be fully informedof significant Company activities.In addition, all shareholders areencouraged to attend the AnnualGeneral Meeting of Shareholders anduse the opportunity to ask questions.The Company makes every endeavourto respond to these questions. Theexternal auditor attends the meetingand is available to answer questions.Principle 7: Recognise andmanage riskThe Board believes that risk managementand compliance are fundamental tosound management, and that oversightof such matters is an importantresponsibility of the Board.The financial reporting and controlmechanisms are assessed during theyear by management, the AuditCommittee and the external auditors.The Board has received the declarationfrom the Managing Director and theChief Financial Officer provided inaccordance with section 295A of theCorporations Act 2001 (Cth) that theCompany’s financial statements arefounded on a sound system of riskmanagement and internal control andthat the system is operating effectivelyin all material respects in relation tofinancial reporting risks.The Company also has policies in placedealing with risks in the areas of Healthand Safety, Environment and EmployeeRelations. Management has regularlyinformed the Board about risks withinthe business and the effectiveness ofthe Company’s management of thoserisks during the 2009 financial year.Utilising external consultants theCompany commenced an enterprisewide risk and opportunity assessmentduring the 2009 financial year. Thetwo year project is expected to deliverenhanced risk and opportunityreporting and control mechanisms,which are designed to ensure thatstrategic, operational, legal,reputational and financial risks andopportunities are identified, assessedand managed. All material businessrisks will be evaluated as part of theEnterprise Wide Risk and OpportunityAssessment program. A RiskManagement Policy, frameworkand risk evaluation matrix have beenestablished.Principle 8: Remunerate fairlyand responsiblyThe Remuneration CommitteeCharter was reviewed and updatedduring the year.Board RemunerationThe remuneration of the Non-ExecutiveDirectors is fixed rather than variable.There are no retirement benefitspaid to Non-Executive Directors.Independent expert remunerationadvice is considered from time to timein determining remuneration for theChairman, Managing Director andCEO, and direct reports, as well asNon-Executive Directors. For the 2010fiscal year, Non-Executive Directors havedetermined not to increase their fees.Executive RemunerationThe Remuneration Committee providesrecommendations and direction forthe Company’s remuneration policiesand practices. It utilises independentexpert advice and surveys asappropriate to benchmark executiveremuneration, packaging, andremuneration practices across theCompany. The Committee ensuresthat a significant proportion of eachexecutive’s remuneration is linked to hisor her performance and the Company’sperformance in the form of short andlong-term components. Short TermIncentives are aligned to achievement ofspecific corporate and individual targetsand goals directed at creating valueand/or mitigating business risks. TheCompany has recently implementeda policy prohibiting executives fromentering into transactions, which hedgeor protect the unvested portion of anyequity-based remuneration entitlements.Further details in relation to Directorand Executive remuneration are set outin the Remuneration Report on pages32 to 40.22