Board Charter

The Board Charter sets out the principles for the operation of the Board and describes the functions of the Board, and those functions delegated to management of the Company.

Role

The Board has primary responsibility to shareholders for the welfare of the Company. The Board is responsible for guiding and monitoring the business and the affairs of the Company.

Responsibility

The Board will ensure that management has in place appropriate processes for risk assessment, management and internal control and monitoring performance. The Board will work with senior management as collaborators in advancing the interests of the Company.

The Charter allows the Board to rely on information or advice provided to the Board by its various committees, to assist the Board in the discharge of its responsibilities.

The Board must meet formally at least 8 times a year, and on other occasions as required.

Membership

The Board is to comprise a majority of non-executive Directors who are considered by the Board to be independent and will be of such size and competence necessary to understand properly and deal with the current and emerging issues of the business of the Company.

Under the Board Charter, when considering independence, the Board assesses "materiality"? on an on-going basis, taking into account both quantitative and qualitative factors. Interests of between 5% and 10% may be material, although qualitative assessment will override the quantitative assessment. Each independent Director must regularly provide the Board with all information regarding his/her interests that are relevant to his/her independence.

Rights

Procedures exist to enable Directors to seek independent professional at the Company's expense to execute their duties.

Any Director may communicate directly with employees of the Company but such communications are to be made having regard to the efficient operation of the Company and the need to preserve and maintain an effective chain of command and the confidentiality of the Board's deliberations.

Where individual Directors wish to communicate with executive management or with other employees or representatives of the Company in relation to company business, the Chairman must facilitate all communication.