Corporate Governance

The Company has adopted systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs. To the extent they are applicable, the Company has adopted the Ten Essential Corporate Governance Principles and Best Practice Recommendations (“Recommendations”) as published by ASX Corporate Governance Council.

As the Company's activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance structures will be given further consideration.

The Board sets out below its “if not, why not” report in relation to those matters of corporate governance where the Company's practices depart from the Recommendations.

Principle 2 Recommendation 2.4
There is no nomination committee.

The Board considers those matters and issues arising that would usually fall to a nomination committee. The Board considers that no efficiencies or other benefits would be gained by establishing a separate nomination committee.

Principle 4 Recommendation 4.2, 4.3 and 4.4
There is no audit committee.

The company and its Board are of a relatively small size and board members are encouraged to consult regularly with the Company’s external auditors, therefore the Company considers that no benefits would be gained by establishing a separate audit committee.

Principle 8 Recommendation 8.1
During the Reporting Period there was no performance evaluation of the Board, its committees and individual directors.

Principle 9 Recommendation 9.2
There is no separate remuneration committee.

Due to the small size and structure of the Board, a separate remuneration committee is not considered to add any efficiency to the process of determining the levels of remuneration for the directors and key executives. The Board considers that it is more appropriate to set aside time at Board meetings each year to specifically address matters that would ordinarily fall to a remuneration committee. When considering matters of remuneration, the Board functions in accordance with the Remuneration Committee Charter which was adopted on 25 August 2006.

In addition, all matters of remuneration will continue to be determined in accordance with Corporations Act requirements, especially in respect of related party transactions. That is, no directors participate in any deliberations regarding his or her own remuneration or related issues.

Policy for Trading in Company Securities

Introduction
1. The Company recognises and enforces legal and ethical restrictions on trading in its securities by key management personnel within and external to the Company. The terms of this securities dealing policy apply to the Company’s directors, secretaries, senior executives and such employees and consultants of the Company as are nominated by the Company Secretary from time to time (Key Management Personnel).

Communication
2. This policy will be communicated to all Key Management Personnel and will be placed on the Company’s website.

Insider Trading Laws
3. Insider trading laws cover all directors, officers, employees and consultants of the Company. If a person has inside information which is not publicly known then that person shall not trade in the Company’s shares or advise or procure another person to trade in the Company’s shares or pass that information to someone else knowing (or where that person should reasonably have known) that the other person would, or would be likely to use that information to trade in, or procure someone else to trade in, the Company’s shares.

Trading Restrictions
4. In addition to any prohibitions imposed under Insider Trading laws, trading by Key Management Personnel in the Company’s securities is subject to the following limitations:

4.1 No trading in the Company’s securities shall take place during the closed period of two weeks preceding release of each quarterly report, half-yearly financial report, and annual report of the Company.

4.2 No trading in the Company’s securities shall take place, directly or indirectly, where it is known, or ought reasonably to have been known, by the person intending to trade, that information exists that has not been released to the ASX, and where that information is of a type that could reasonably be expected to encourage buying or selling, were that information known by others.

4.3 The Chairman may declare other closed periods from time to time.

Hardship
5. During any of the periods specified in section 4, Key Management Personnel may not trade in the Company’s securities, without obtaining the Chairman’s prior written consent. Permission will only be granted to trade to the extent reasonably necessary to avoid or ameliorate documented hardship and suffering, or as required by other extenuating circumstances.

Directors’ trading and disclosures
6. Within twenty four hours of a director being appointed to the Board, resigning or being removed from the Board, or trading in the Company’s securities, full details of the Director’s notifiable interests in the Company’s securities and changes in such interest must be advised to the Company Secretary so that a record is kept within the Company and so that necessary ASX notifications will occur.

All directors must notify the Company Secretary of any margin loan or similar funding arrangement entered into in relation to the Company’s securities and any variations to such arrangements, including the number of securities involved, the circumstances in which the lender can make margin calls, and the right of the lender to dispose of the securities.

Excluded trades
7. The following trades are excluded from the operation of this policy:

• dividend reinvestment plans;
• share purchase plans;
• rights issues;
• accepting takeover offers;
• pre-approved non-discretionary trading plans which are not entered into or subsequently amended during the periods described in the Trading Restrictions section of this policy; and margin calls.