The Board with the assistance of the Corporate Governance & Audit Committee is responsible for the Company’s corporate governance, the system by which the Company is managed. Corporate governance is a matter of high importance to the Board and is undertaken with due regard to all of the Company’s stakeholders and its role in the community. The key corporate governance practices of the Company are summarized below.

BOARD OF DIRECTORS

Role of the Board

Under its formal charter, which was revised in September 2008, 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, 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 responsible for the implementation of these objectives and for the day-to-day operations of the Company.  Materiality thresholds are defined 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' Report.

Subsequent to the end of the financial year the Board adopted a revised Board Charter that provides that the structure of the Board is subject to the following parameters:

• the Board quorum must comprise of at least 4 Directors;
• the Board must include a majority of independent Non-Executive Directors;
• the Chairman must be an independent Non-Executive Director;
• there is no maximum age for Directors;
• Directors are appointed for terms not exceeding three years but are eliegble for re-appointment; and
• the Board should comprise of Directors with a broad range of skills and experience.

ETHICAL AND RESPONSIBLE DECISION MAKING

Code of Conduct

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

• obligations under legislation;
• personal behaviour;
• conflict 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 Territory personnel act with integrity, professionalism and fairness at all times.

Policy on Share Trading

The Company’s policy is that directors, officers and employees are prohibited from dealing in the Company’s shares when they possess price sensitive information.  The Board is to be notified when trading of shares in the Company by any director or officer of the Company occurs.

CONTINUOUS DISCLOSURE POLICY

Compliance procedures, to ensure timely and balanced disclosure of information in line with ASX Listing Rule disclosure requirements and Continuous Disclosure Guidelines, have been noted and adopted by the Company to ensure that all necessary steps are taken by the Company to meet its obligations under the Continuous Disclosure regime.