Corporate Governance Guidelines

The Corporate Governance Principles and Recommendations listed below are extracted from those developed by the ASXCGC. These provide a
benchmark for the principles and processes that boards may develop to
perform their functions properly. Applicable to listed companies, the principles offer organisations the flexibility of not complying with a given principle if they explain the reasons why they have chosen to not adopt the principle. They may also be useful for unlisted entities.

The principles are:

1. Lay solid foundations for management and oversight — Recognise and
   publish the respective roles and responsibilities of board and
   management.
2. Structure the board to add value — Have a board of an effective
   composition, size and commitment to adequately discharge its
   responsibilities and duties.
3. Promote ethical and responsible decision-making — Actively promote
   ethical and responsible decision-making.
4. Safeguard integrity in financial reporting — Have a structure to
   independently verify and safeguard the integrity of the company’s financial
   reporting.
5. Make timely and balanced disclosure — Promote timely and balanced
   disclosure of all material matters concerning the company.
6. Respect the rights of shareholders — Respect the rights of shareholders
   and facilitate the effective exercise of those rights.
7. Recognise and manage risk — Establish a sound system of risk oversight
   and management and internal control.
8. Remunerate fairly and responsibly — Ensure that the level and
   composition of remuneration is sufficient and reasonable and that its
   relationship to corporate and individual performance is defined.

There are a number of recommendations underpinning each principle. We
can provide additional information.