CORPORATE GOVERNANCE  CONTINUED Financial Reporting The Board is provided with monthly reports from management on the financial performance of  the Company. The monthly reports include details  of all key financial measures reported against  budgets approved by the Board. The Company’s  financial report preparation and approval  process for the 2004 financial year involved both  the Managing Director and the Chief Financial  Officer making the following certifications to the  Board that:  • the Company’s financial reports and  accompanying notes represent a true and fair  view in all material respects of the Company’s  financial condition and operational results and are in accordance with relevant accounting  standards;  • the above statement is founded on a sound  system of risk management and internal  compliance and control which implements the policies adopted by the Board; and • the Company’s risk management and internal compliance and control system is  operating efficiently and effectively in all  material respects. Board Committees  Board Nomination and Remuneration Committee The Board has established two Committees to assist it in carrying out its responsibilities, the Board Nomination and Remuneration  Committee and the Audit and Risk Committee.  Each Committee has its own written charter  setting out its role and responsibilities, composition,  structure, membership requirements and the  manner in which the Committee is to operate. All matters determined by Committees are  submitted to the full Board as recommendations  for Board decision. The current composition of the Board Nomination  and Remuneration Committee is the full Board.  The Chairman is the Chairman of the Board. The  Managing Director does not have voting rights. The Committee operates in accordance with its charter which is available on the  company’s website.  The Board has charged the Board Nomination and  Remuneration Committee with responsibility to: • assist the Board in ensuring that it is comprised  of Directors with the appropriate mix of skills,  experiences and competencies to discharge its  mandate effectively; • establish procedures for the selection and  recommendation of candidates suitable for  appointment to the Board; • ensure that the Company has in place  appropriate remuneration policies designed to  meet the needs of the Company and to enhance  corporate and individual performance; • reviews the succession planning for the Board  and senior management and reports to the  Board on such issues. Audit and Risk Committee The existence of the Audit and Risk Committee is considered by the Company to be a key element  of its corporate governance program and part of the Company’s commitment to best practice in the area of corporate governance.  The Audit and Risk Committee consists of the  following Non-Executive Independent Directors: R J Wright (Chairman) R D McIlwain D D McDonough All members of the Audit and Risk Committee are  financially literate and have the requisite  financial expertise. Some members have an  understanding of the industry in which the  Company operates. The Audit and Risk Committee operates in  accordance with a charter which is available on the Company’s website. The Audit and Risk Committee supports the full Board and  essentially acts in a review and advisory capacity.  The Committee is considered to be a more  efficient forum than the full Board for focusing on particular issues relevant to: • verifying and safeguarding the integrity of the Company’s financial reporting including  the review, assessment and approval of the  half-year financial report, the annual report  and all other financial information published by the Company or released to the market; • establishing a sound system of risk oversight  and management, and, internal control;  • establishing a sound system of compliance with laws and regulations, internal compliance  guidelines, policies, procedures and control  systems and prescribed internal standards of behaviour. PAGE36