Role of the Board

Under its formal charter, the Board's role is to ensure that the Company acts in accordance with prudent commercial principles and strives to satisfy shareholders' expectations in a way that is consistent with maximising the Company's long-term value. In undertaking this role, the Board gives direction and exercises judgement in overseeing the setting of the Company's objectives and the monitoring of their implementation.

The Board is responsible for appointing and removing the Managing Director, providing leadership and supervision of senior management, business strategy, stakeholder relationships, reviewing and monitoring systems of risk management and internal controls and approves and monitors major capital expenditure and financial reporting. Management, on the other hand is, and was during the reporting period, responsible for the implementation of these objectives and for the day-to-day operations of the Company.

Further details on the materiality thresholds and matters reserved for the Board are set out in the Board Charter.

COMPOSITION OF THE BOARD

Board Structure

Details of the Directors in office at the date of this report, including their qualifications, experience and date of appointment are set out in the Directors section.

The Board adopted a Board Charter that provided that the structure of the Board is subject to the following parameters:

• the Board quorum must comprise at least 3 Directors;
• the Board should include a majority of independent Non-Executive Directors;
• the Chairman must be an Non-Executive Director;
• there is no maximum age for Directors;
• Directors are appointed for terms not exceeding three years but are eligible for re-appointment; and
• the Board should comprise Directors with a broad range of skills and experience.

• Reviewing induction procedures to ensure that they are appropriate to allow new directors to participate at the earliest opportunity;
• Reviewing succession plans for the Board with a view to maintaining an appropriate balance of skills and experience on the Board;
• Making recommendations to the Board on the appropriate size and composition of the Board; and
• Making recommendations to the Board on the terms and conditions of appointment to, and removal and retirement from, the Board.

• Corporate Governance & Audit Committee;
• Remuneration & Nomination Committee
• Exploration and Reserves Committee;
• Operations Committee; and
• Business Development & Marketing Committee (BDC).

These committees are designed to consider specific matters and make recommendations to the Board. The Board considers the materials and the committee recommendations presented to them and makes an independent assessment of the recommendations. All of the Committees have adopted Charters that can be found in the links below


ETHICAL AND RESPONSIBLE DECISION MAKING

Code of Conduct
Governance Recommendation No. 3.1 & 3.3

The Board has adopted a Board Code of Conduct that deals with:

• obligations under legislation;
• personal behaviour;
• conflicts of interest;
• remuneration, expenses and other benefits;
• confidentiality, information and records; and
• transactions with director-related entities.

One of the Board's key aims is to appropriately deal with conflicts of interest (both real and apparent) and to ensure that all board issues receive proper consideration, unfettered by outside influences. If a conflict does exist, there are various courses of action available, depending upon the significance of the conflict.

In addition, all employees and contractors of the Company (including Directors) must observe the Company Code of Conduct and Business Ethics and Conflict of Interest Policy. These policies provide guidance as to the standards of behaviour to be observed in pursuing the business objectives of the Company so as to ensure that Company and Territory personnel:

• act with integrity, professionalism and fairness at all times;
• comply with all laws and regulations;
• act in the best interest of all stakeholders at all times; and
• are responsible and accountable for reporting and investigating reports of unethical practices.

Further details are set out in the Board Code of Conduct.

Policy on share trading
The Board has adopted a Share Trading Policy that prohibits directors, officers and employees from dealing in the Company’s shares when they possess price sensitive information. The Share Trading Policy also imposes trading restrictions on Directors, Senior Managers and any person who directly reports to the Managing Director in which they are only allowed to transact (no active trading) within prescribed trading windows following the release of financial reporting or major corporate disclosure documents (and only so long as they do not have any other price-sensitive inside information)

The Company policy also prohibits option holders from hedging their options prior to their vesting. The hedging of options that have vested to the participant must be notified to the Board.

The Board is to be notified when trading of shares in the Company by any director of the Company occurs.

Further details are set out in the Share Trading Policy.

TIMELY AND BALANCED DISCLOSURE

The Company has adopted a Continuous Disclosure Policy to ensure timely and balanced disclosure of information in line with ASX Listing Rule disclosure requirements and Continuous Disclosure Guidelines. The Company Secretary is charged with ensuring that the Company meets its obligations under the Continuous Disclosure regime and ensuring that all appropriate information is brought before the Board for discussion and, subject to amendment, approval.

Further details are set out in the Continuous Disclosure Policy.

COMMUNICATION WITH AND PARTICIPATION OF SHAREHOLDERS AND THE MARKET
Governance Recommendations No. 6.1& 6.2

The Company is committed to complying with the continuous disclosure obligations of the Corporations Act and the ASX Listing Rules. Only the Chairman, Managing Director and Company Secretary are authorised to respond to investor relations matters.

The Company keeps shareholders and the market regularly informed through the annual, half year and quarterly reports. The releases include production figures, exploration activity and other required statutory information. The Company discloses material developments to the ASX and the media as required.

From time to time, briefings are arranged to give analysts and others who advise shareholders an understanding of the Company’s activities. In conducting briefings the Company takes care to ensure that any price sensitive information released is made available to all shareholders (institutional and private) and the market at the same time. These announcements are lodged with the ASX and then posted on the Company’s website.

The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the Company’s strategies and goals. The Company also invites the external auditor to attend its Annual General Meeting and to be available to answer shareholders’ questions about the conduct of the audit and the preparation and content of the auditor’s report.

Further details are set out in the Shareholder Communications Policy.