Board Charter

1. The Board

   1. Collectively, the Board is responsible and accountable to the shareholders for the overall performance of the business and for determining the strategic direction of the Company.
   2. The minimum number of directors is currently set at three. Where the Company circumstances allow, there should be a substantial majority of non-executive directors as opposed to executive directors on the Board and a majority of the non-executive directors should be independent in the manner described in section 5 of this Charter.

2. Term of office of directors

   1. Executive directors must resign from the Board when they cease to occupy their executive position with the Company. They may be eligible for re-appointment, although the Board would need to consider whether they would be independent directors.
   2. If the contribution of a non-executive director appears to a majority of directors (including the Chief Executive Officer (CEO)) to be less than adequate or to be harmful to the good working of the Board, they may request the Chairman to inform that director accordingly and to ask the director to consider his or her position on the Board. If the director takes no action in response, a circulated minute signed by a majority of the directors will authorise the Company Secretary to inform the shareholders that the Board will not support the re-election of the director at the general meeting where they are next due to offer themselves for re-election.

3. Functions and responsibilities of the Board

   1. The Board is responsible for setting the strategic goals of the Company, for oversight of the management of the Company, business strategy and to increase shareholder value.
   2. The Board's responsibilities include:
      1. providing strategic direction for, and approving, the Company's business strategies and objectives;
      2. monitoring the operational and financial position and performance of the Company;
      3. monitoring the principal risks faced by the Company and taking reasonable steps designed to ensure that appropriate internal controls and monitoring systems are in place to manage and, to the extent possible, reduce the impact of these risks;
      4. requiring that financial and other reporting mechanisms are put in place which result in adequate, accurate and timely information being provided to the Board and the Company's shareholders and the financial market as a whole being fully informed of all material developments relating to the Company;
      5. appointing and, where appropriate, removing the CEO; approving appointments of all direct executive reports to the CEO;
      6. planning for executive succession;
      7. overseeing and evaluating the performance of the CEO, and all CEO Direct Reports, having regard to the Company's business strategies and objectives;
      8. reviewing and approving remuneration for the senior executives of the Company;
      9. approving the Company's budgets and business plans and monitoring the management of the Company's capital, including the progress of any major capital expenditures, acquisitions or divestitures;
      10. establishing procedures to ensure that financial results are appropriately and accurately reported on a timely basis in accordance with all legal and regulatory requirements;
      11. adopting appropriate procedures to ensure compliance with all laws, governmental regulations and accounting standards;
      12. approving, and reviewing from time to time, the Company's internal compliance procedures, including any codes of conduct and taking all reasonable steps to ensure that the business of the Company is conducted in an open and ethical manner; and
      13. reviewing and, to the extent necessary, amending the Board and Committee Charters regularly.
   3. Other responsibilities of the Board include:
      1. appointing the Chairman of the Board;
      2. appointing directors to fill a vacancy (or as an additional director);
      3. establishing Board committees, setting committee membership and setting delegations of authority;
      4. approving dividends;
      5. developing and reviewing corporate governance principles and policies;
      6. approving major capital expenditure, acquisitions and divestitures in excess of authority levels delegated to management; and
      7. calling meetings of shareholders.

4. Authority delegated to senior management

   1. The Board has delegated to the CEO and his senior executive team authority over the day to day management of the Company and its operations. This delegation of authority includes responsibility for:
      1. developing business plans, budgets and strategies for the Board's consideration and, to the extent approved by the Board, implementing these plans, budgets and strategies;
      2. operating the Company's business and implementing all policies, processes and codes of conduct approved by the Board;
      3. keeping the Board informed of all material developments relating to the businesses;
      4. where proposed transactions, commitments or arrangements exceed the parameters set by the Board, referring the matter to the Board for its consideration and approval;
      5. identifying and managing risks (and where those risks could have a material impact on the Company's business, formulating strategies for managing these risks for consideration by the Board);
      6. managing the Company's current financial and other reporting mechanisms to ensure that these mechanisms are functioning effectively to capture all relevant material information on a timely basis;
      7. implementing the Company's internal controls, establishing procedures for monitoring these controls; and ensuring that these controls and procedures are appropriate and effective;
      8. taking all reasonable steps to ensure that the Board is provided with accurate and sufficient information regarding the Company's operations on a timely basis; and
      9. ensuring that the Board is made aware of all relevant matters relating to the Company's performance (including future performance), financial condition, operating results and prospects so that the Board is in an appropriate position to fulfil its corporate governance responsibilities.

5. Chairman

   1. Where the Company circumstances allow, the Chairman of the Board should be an independent director and should not be the CEO of the Company simultaneously.
   2. The Board of the day appoints the Chairman on the basis of the principle that the "most appropriate person" gets the job.
   3. In the absence of a Deputy Chairman, the Board will nominate an independent non-executive director to act in the absence of the Chairman.
   4. The Chairman is responsible for the leadership of the Board, including taking all reasonable steps to ensure that the Board functions effectively, and for communicating the views of the Board to the public. In particular, the Chairman is required to:
      1. set the agenda for the matters to be considered at meetings of the Board;
      2. manage the conduct at, and frequency and length of, Board meetings so as to provide the Board with an opportunity to have a detailed understanding of issues affecting the Company's business operations, the Company's current financial position and performance and any opportunities or challenges facing the Company; and
      3. facilitate open and constructive communications between members of the Board and encourage their contribution to Board deliberations.

6. Board independence

   1. When determining if a director is independent, the Board may consider whether the director:
      1. is a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company;
      2. is employed, or has previously been employed in an executive capacity by the Company or another group member, and there has not been a period of at least three years between ceasing such employment and serving on the board;
      3. has within the last three years been a principal of a material professional adviser or a material consultant to the Company or another group member, or an employee materially associated with the service provided;
      4. is a material supplier or customer of the Company or other group member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer; or
      5. has a material contractual relationship with the Company or another group member other than as a director.
   2. The matters listed above are not exhaustive and other factors may need to be considered in a particular context.
   3. The Board will undertake an annual review of the extent to which each non-executive director is independent, having regard to the criteria set out in section 6 and any other relevant relationship that the non-executive director may have.

7. Board committees

   1. If the circumstances of the Company allow, the Board of the Company may establish committees to assist it in discharging its responsibilities. These committees may include:
      1. the Audit Committee; and
      2. the Remuneration and Nomination Committee.
      The Board may also delegate specific responsibilities to ad hoc committees from time to time.
   2. Each committee established has an approved charter setting out the composition of the committee and the powers delegated to it by the Board.
   3. If the circumstances of the Company allow, the committees are composed of independent, non-executive directors with the necessary skills and experience. All directors are entitled to attend at their option, and all senior managers and other employees may be invited to attend, committee meetings. Unless a separate reporting process is set out in a charter for any committee, following each committee meeting, the Board is given a verbal report, as well as a copy of the minutes of the committee meeting.
   4. The Board is responsible for the exercise of the power by a committee unless the Board believes on reasonable grounds:
      1. that the committee will exercise at all times the power in accordance with the duties imposed on the Board by the Corporations Act 2001 (Cth) (Corporations Act) and the Company's constitution; and
      2. that the committee was reliable and competent in relation to the delegated power.
   5. The Board may rely on advice of a committee provided the reliance was made in good faith and after making an independent assessment of the information or advice having regard to the Board's knowledge of the Company and the complexity of its structure and operations.

8. Directors' right to seek professional advice

   1. If a director wishes to seek independent professional advice at the Company's expense, he or she must obtain the permission of the Chairman. When doing so, the director should provide the Chairman with:
      1. the reason for seeking the advice;
      2. the name of the person from whom advice will be sought;
      3. a quote from that person for the provision of the advice contemplated.
   2. Upon receipt of the information listed a paragraph 8 above, the Chairman:
      1. must not unreasonably withhold permission to obtain the advice; and
      2. must inform the Board of the request as soon as possible.
   3. Advice obtained at the Company's expense under these provisions must be made available to the Company.

9. Indemnity and insurance

   1. Each current director has entered into a deed with the Company under which the Company has agreed:
      1. to the extent permitted by law, to indemnify the director against liability arising out of the discharge of the director's duties;
      2. to maintain an insurance policy for the director against liability incurred in their capacity as a director for the term of the director's appointment and for 7 years following cessation of office; and
      3. to maintain all Board papers and other Company documents relating to the director's period of appointment and to make those papers available to the director for a period of 7 years following the director's cessation of office.
   2. Unless the Board otherwise determines, it is intended that each new director will enter into a similar deed with the Company, prior to that new director commencing office.

10. Conflicts of interest

    1. Directors are required to take all reasonable steps to avoid actual, potential or perceived conflict of interests with the Company.
    2. Each director is obliged to immediately disclose to the Board any fact or circumstance about himself or herself which, if known, may have an adverse impact on the Company's reputation or public profile, or which may result in the director ceasing to be an independent director of the Company.
    3. Each director must also keep the Board advised of any interests that conflict, or could reasonably be perceived to interfere or conflict with the exercise of the director's unfettered judgment, either generally, or in relation to a particular matter to be considered by the Board. Where the possibility of a material conflict arises, information will not be provided to that director, and, in accordance with the Corporations Act, the director will not participate in, or vote at, the meeting where the matter is considered.

11. Changes to this Charter

    1. No changes to this Charter may be made without the approval of the Board.
    2. If changes to this Charter are duly approved then, if appropriate, a transition period should be agreed covering the position of the current Board members.