The Board has adopted a policy relating to auditor independence. The policy requires the external auditors to confirm that they have maintained their independence in accordance with the Corporations Act 2001 and the rules of professional accounting bodies. The policy also specifies obligations regarding employment relationships, financial relationships and provision of non-audit services by the auditors. In particular, management consultancy, IT implementation and specialist internal audit work will not be performed by the external auditor.

Nomination Committee
The Nomination Committee is comprised of independent non-executive Directors, with Ross Smyth-Kirk as Chairman, John Falconer and Peter McAleer as members.

The Nomination Committee supports and advises the Board in fulfilling its responsibility to ensure that it comprises individuals who are best able to discharge the responsibilities of Directors, having regard to the law and the highest standards of governance, by:

• Assessing the skills required on the Board
• Reviewing the structure, size and composition of the Board
• From time to time assessing the extent to which the required skills are represented on the Board and ensuring appropriate succession planning is in place

• Oversee the annual performance assessment program, and
• Prepare for the identification of, and evaluation of, suitable candidates for appointment to the Board

The Nomination Committee conducts a peer review to evaluate the performance of the Board, each Committee and individual Directors. The performance of each Director is evaluated by the other Directors in the absence of the Director being reviewed. This review was conducted in March 2007.

When a Board vacancy exists or where it is considered that a Director with particular skills or experience is required, the Committee prepares a short list of candidates with the appropriate expertise and experience. The Board then appoints the most suitable Director on merit. This ensures that the Board continues to have an appropriate balance of skills and experience.

Remuneration Committee
The Remuneration Committee is comprised of independent non-executive Directors, with Ross Smyth-Kirk as Chairman, John Falconer and Peter McAleer as members. The Committee has the right to seek any information it considers necessary to fulfil its duties, including the right to obtain appropriate external advice at the Group’s expense.

The Remuneration Committee supports and advises the Board in fulfilling its responsibilities to shareholders by:

• Recommending to the Board, with the Chief Executive Officer, an appropriate executive remuneration policy
• Determining the remuneration of Directors
• Reviewing and approving the remuneration of those reporting directly to the Chief Executive Officer, and other senior executives, as appropriate, and
• Reviewing all equity-based plans for approval by the Board

Share ownership and dealing
Directors and Officers who wish to buy or sell Company shares are required to notify the Chairman prior to dealing in such shares. Directors and Officers are prohibited from short-term trading of the Company’s shares or trading shares while in possession of price sensitive information. Subject to the foregoing, Directors and Officers may buy or sell shares in the Company in the four week period following significant announcements by the Company, including the release of the quarterly report, half yearly results, the preliminary annual results and the lodgement of the Annual Report. At all other times the Board must receive prior notice of transactions, which are subject to Board veto.