Appointment To The Board

The Board has appointed a Nomination and Remuneration Committee and established a Charter for this Committee which includes the identification and recommendation of potential director appointments. Where a casual vacancy arises during the year, the Committee has procedures to select the most suitable candidate with the appropriate experience and expertise to ensure a balanced and effective Board. Any director appointed during the year to fill a casual vacancy or as an addition to the current Board, holds office until the next Annual General Meeting and is then eligible for re-election by the shareholders.

New directors receive a letter of appointment which sets out the terms of their appointment. On appointment, an induction program is available to directors that include visits to key business units of the Company and one-on-one sessions with members of the senior management team.

Performance Evaluation

Board of Directors

Policy

To ensure individual directors and the Board as a whole work effectively and efficiently in achieving their functions.

Procedure

Each year the Remuneration and Nomination Committee undertakes the following activities:

• The chairman liaises with each director separately seeking their views on Board performance and ideas for improvement; and
• The board as a whole discusses and analyses its own performance during the year including suggestions for change or improvement.

Board Committees

Policy

To ensure the committees to which the board has delegated responsibilities are performing efficiently and effectively in accordance with the duties and responsibilities set out in their charters.

Procedure

• The board reviews the committees' achievements during the year based on their duties; and
• The board reviews the charters of the Committees once a year to ensure that they are up to date.

Managing Director and Key Executives

Policy

To ensure the Managing Director and key executives execute the company's strategy through the efficient and effective implementation of the business objectives.

Policy

Each year the board reviews the company's strategy;

• Following such a review, the board sets the organization performance objectives based upon both qualitative and quantitative measurement;
• These objectives are reviewed periodically to ensure they remain consistent with the company's priorities and the changing nature of the company's businesses;
• These objectives are the performance targets of the Managing Director; and
• Performance against these objectives is reviewed annually by the board and is reflected in the Managing Director's remuneration review.