Charter

The Corporate Governance Committee has been established by resolution of the Board.

Membership

The Corporate Governance Committee will consist of not fewer than two members. Members will be appointed by the Board.

Chairman

The Corporate Governance Committee will appoint a Director to be the Chairman of the Committee.

Secretary

The Company Secretary will be the Secretary of the Corporate Governance Committee.

Other attendees

Members of Senior Management may be invited to be present for all or part of the meetings of the Corporate Governance Committee, but will not be members of the Committee.

Quorum

A quorum shall be two members.

Meeting Frequency

Corporate Governance Committee meetings will be held not less than twice a year to enable the Committee to undertake its role effectively.

In addition, the Committee Chairman is required to call a meeting of the Committee if requested to do so by any member of the Corporate Governance Committee, the Board Chairman or the Managing Director.

Authority

The Corporate Governance Committee is authorised by the Board to investigate any activity within its charter.  
It is authorised to seek any information it requires from any employees, and all employees are directed to cooperate with any request made by the Corporate Governance Committee.

The Corporate Governance Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

The Corporate Governance Committee is required to make recommendations to the Board on all matters within the Corporate Governance Committee's charter.

Reporting Procedures

The Corporate Governance Committee will keep minutes of its meetings.  The Secretary shall circulate the minutes of the meetings of the Committee to all members of the Committee for comment and change before being signed by the Corporate Governance Committee and circulated to the Board with the Board papers for the next Board meeting.  The minutes are to be tabled at the Board meeting following the Corporate Governance Committee meeting, along with any recommendations of the Committee.

Responsibilities

Corporate Governance

• Develops and regularly reviews Board Policy
• Reviews developments and latest corporate governance practices in Australia and advises the Board
• Review a Code of Conduct for the Board
• Review a Conflict of Interests Policy

• Develops criteria for Board membership
• Develops and manages the screening of candidates for nomination to ensure they are ‘fit and proper' and having regard to the appropriate skills and experience of the appointee and composition of the Board
• Ensures there is appropriate induction and on-going education programs in place and that Directors are encouraged to attend
• Ensures there is an appropriate Director and succession plan
• Ensures a Board review program is implemented and conducted regularly
• Ensures the performance of Directors is regularly reviewed
• Reviews the policy in respect of tenure, remuneration and retirement of Directors

Board Reporting and Information

To review how management information is presented to the Board and whether such information is sufficient to enable Directors to discharge their duties of the Company. Such information must be sufficient to enable the Directors to determine appropriate operating and financial strategies for the purpose of improving or maintaining the value of the Company.

Company Policy

To develop and regularly review Board Policy.