3. BOARD COMMITTEES (CONTINUED) 3(b) Remuneration Committee 4. ETHICAL AND RESPONSIBLE DECISION MAKING 4(a) Code of Ethics and Conduct 45  CORPORATE GOVERNANCE STATEMENT All Directors, officers and employees are required to comply with the Code of Conduct. Senior managers are  expected to ensure that employees, contractors, consultants, agents and partners under their supervision are  aware of the Company’s expectations as set out in the Code of Conduct.  The Board endeavours to ensure that the Directors, officers and employees of the Company act with integrity and  observe the highest standards of behaviour and business ethics in relation to their corporate activities. The “Code  of Conduct” sets out the principles, practices, and standards of personal behaviour the Company expects people  to adopt in their daily business activities. The number of times the Remuneration Committee has formally met and the number of meetings attended by  directors during the financial year are reported in the Directors’ Report of the Annual Report under the heading  “Directors’ Meetings”. The remuneration received by directors and executives in the current period is contained in the “Remuneration  Report” within the Directors’ Report of the Annual Report.  The Remuneration Committee advises the Board on remuneration policies and practices generally, and makes  specific recommendations on remuneration packages and other terms of employment for executive directors,  senior executives and non-executive directors. Executive remuneration and other terms of employment are  reviewed annually by the Committee having regard to personal and corporate performance contribution to  long-term growth, relevant comparative information and independent expert advice. Each member of the senior  executive team signs a formal employment contract at the time of their appointment covering a range of matters  including their duties, rights and responsibilities. As well as base salary, remuneration packages may include  superannuation and retirement and termination entitlements. There is no scheme to provide retirement benefits,  other than statutory superannuation, to non-executive directors. There is no indemnity provided by the company to the auditor in respect of any potential liability to third parties. The external auditor is requested to attend the annual general meeting and be available to answer shareholder  questions about the conduct of the audit and preparation and content of the audit report. The directors are satisfied that the provision of non-audit services during the year by the auditors is compatible  with the general standard of independence for auditors imposed by the Corporations Act. The directors are satisfied that the provision of the non-audit services did not compromise the auditor’s  independence requirements of the Corporations Act because the services were provided by persons who were  not involved in the audit and the decision as to whether or not to accept the tax planning advice was made by  management. The Board is responsible for determining and reviewing compensation arrangements for the directors themselves  and the Managing Director and executive team. The Board has established a Remuneration Committee,  comprising two non-executives. The Remuneration Committee is governed by its charter, as approved by the  Board. Members of the Remuneration Committee are: Name Position P G Cook (Chairman) Non-executive Chairman M L Jefferies Non-executive Director