Corporate Governance Committee Charter

Designation:

Board Committee

Reports to:

Board

Membership:

Not less than 2 non–executive directors as appointed by the Board from time to time. It may invite other Directors to attend meetings.

Overall purpose:

To assist the Board of Directors fulfil its duties, the Committee shall review and make recommendations to the Board in relation to:

  • Ensuring the Company has appropriate ethical standards and corporate governance policies and practices, and

  • Issuing an annual corporate governance statement.

Chairman:

As appointed by the Board.

Chairman’s role:

The Chairman of the Committee shall be an independent, non-executive Director.

The Committee Chairman shall:

  • oversee planning and conduct of Committee meetings including approval of the agenda and minutes;

  • oversee reporting and verbal presentations to the Board from the Committee; and

  • be involved in selection of Committee members as appropriate.

Member requirements:

All members will be non-executive Directors.

Meeting arrangements:

Frequency:

The Chairman will call meetings as required.

Attendees:

Quorum – 2 members.

Relevant management may attend Committee meetings by invitation.

Secretarial:

Company Secretary

Authority & powers:

  • To obtain information from, and access to,management.

  • To consult directly with external advisors as required.

  • To meet independently of management, internal orexternal auditors, if required.

  • To obtain independent advice as appropriate.

Limitations:

Decision making powers are retained by the Board.

Responsibilities relative to management :

The Committee will specify the support it requires from management to carry out its responsibilities.

Reporting mechanism to board:

The Chairman of the Committee will report and, as appropriate, make recommendations to the Board after each meeting of the Committee on matters dealt with by the Committee.

Review processes:

The Charter, composition and annual agenda for the Committee will be reviewed at least annually. Any changes to this Charter will require approval of the Board.

The Board will review the effectiveness of the Committee as appropriate.

Responsibilities:

To consider and make recommendations to the Board concerning:

(a) Governance policies in light of best practice, regulatory developments and the needs of the company including policies for continuous disclosure and dealings in securities.

(b) The corporate governance statement for inclusion in the Company’s Annual Report in accordance with ASX Listing Rule 4.10.3.

(c) The company’s ethical standards including the Code of Conduct.

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