DIRECTORS’ REPORTFor the year ended 30 June 2009Environmental ManagementThe Company regards compliance with environmentalregulations as the minimum performance standard for itsoperations. The Company’s operations in Western Australiaare subject to environmental regulation under bothCommonwealth and State legislation.There were a total of four non-compliances registered andexternally reported for the Southern Cross operations duringthe 2009 financial year. At Leonora there were sixteennon-compliances registered and externally reported. Thesubstantial increase in the number of incidents reported fromLeonora reflects the change in status of the operation fromdevelopment to construction and production. These incidentwere not material and the formal reporting of the incidentsdid not generate any additional requirements or investigationsfrom regulators, and environmental impacts are managedthrough ongoing mitigation and monitoring procedures.Non-audit servicesDuring the year the Company did employ the auditoron assignments additional to their statutory audit duties.Details of the amounts paid or payable to the auditor,KPMG, for audit and non-audit services provided duringthe year are set out in Note 26 to the financial statements.The Board of Directors has considered the position and, inaccordance with the advice received from the Audit Committee,is satisfied that the provision of non-audit services duringthe year is compatible with the general standard ofindependence for auditors imposed by the CorporationsAct 2001. The Directors are satisfied that the provision ofnon-audit services by the auditor, as set out in note 24 tothe financial statements, did not compromise the auditorindependence requirements of the Corporations Act 2001for the following reasons:• all non-audit services have been reviewed by the AuditCommittee to ensure they do not impact the impartialityand objectivity of the auditor;• none of the services undermine the general principlesrelating to auditor independence as set out in APES 110Code of Ethics for Professional Accountants; and• the Audit Committee annually informs the Board of thedetail, nature and amount of any non-audit servicesrendered by KPMG during the most recent financial yearand an explanation of why the provision of these servicesis compatible with auditor independence. If applicable,the Audit Committee recommends that the Board takeappropriate action in response to the Audit Committee’sreport to satisfy itself of the independence of KPMG.Events occurring after the end of thefinancial yearThe Directors are not aware of any matter or circumstancethat has arisen since the end of the financial year that, intheir opinion, has significantly affected or may significantlyaffect in future years the Company’s operations, the resultsof those operations or the state of affairs, except for thefollowing items:• On 5 August 2009, the Company announced the disposalof its 9.7% investment in the shares of Bendigo MiningLimited for proceeds of $9,906,800. The disposal of thisinvestment will give rise to a net profit on sale recognisedin the Income Statement in the 2009-10 financial year of$2,724,000 and the reversal of the fair value reserverepresenting the movement in the fair value of the sharesas at 30 June 2009.• On 21 August 2009, the Company entered into aA$50,000,000 Equity Line standby facility from US-basedinvestment fund YA Global Master SPV Ltd (“YA Global”),which is managed by US-based Yorkville Advisors LLC.Under the terms of the facility St Barbara may, at itsdiscretion, issue ordinary shares to YA Global at any timeover a 60 month period up to a total of A$50,000,000.The Company nominates in advance the amount inrelation to each draw down under the facility. The advanceamount for the first and second draw down is limited to$750,000 and $1,500,000 respectively, and thereafterthe advance amount may not exceed $3,000,000 inany 10-day trading period.Shares issued to YA Global would be priced at the lowestof the daily volume weighted average prices of theCompany’s shares traded on each of the 10 trading daysfollowing an advance notice by St Barbara. A commissionof 4% will be payable to YA Global on the proceeds ofeach issue of shares at the time of the issue.This standby facility provides the consolidated entity withfunding flexibility while it evaluates and negotiates othersources of longer term finance, and completes thedivestment of non-core assets.Rounding of AmountsSt Barbara Limited is a Company of the kind referred to inClass Order 98/100 approved by the Australian Securitiesand Investments Commission and issued pursuant tosection 341(1) of the Corporations Act 2001. As a result,amounts in this Directors’ Report and the accompanyingFinancial Report have been rounded to the nearestthousand dollars, except where otherwise indicated.This report is made in accordance with a resolution of Directors.For and on behalf of the BoardDated at Melbourne this 25th day of August 2009.Tim J LehanyManaging Director & CEOstbarbara.com.au – Annual Report 2009: 43
Auditors’ IndependenceDeclarationFor the year ended 30 June 2009Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001To: the directors of St Barbara Limited.I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2009,there have been:i. no contraventions of the auditor independence requirement as set out in the Corporations Act 2001 in relation to theaudit; andii. no contraventions of any applicable code of professional conduct in relation to the auditKPMGMichael BrayPartnerMelbourne25 August 200944
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