Recommendation Comply Yes / No Reference /  Explanation ASX Listing Rule  (LR) /CGC  Recommendation Principle 8 – Remunerate fairly and responsibly 8.1 The Board should establish a Remuneration  Committee.  Yes Page 48 ASX CGC 8.1 8.2 The Remuneration Committee should be  structured so that it:  Consists of a majority of  independent directors; Is chaired by an independent chair; and Has at least three members. Yes Page 48 - 8.3 Companies should clearly distinguish  the structure of non-executive Directors’  remuneration from that of executive Directors  and senior executives. Yes Refer to remuneration  report ASX CGC 8.2 8.4 Companies should provide the information  indicated in the Guide to reporting on  Principle 8. Yes Page 48 and website ASX CGC 8.3 The Company’s corporate governance practices were in place throughout the three months to 31 March 2013, except to the extent as may be noted  in this statement. Various corporate governance practices are discussed within this statement. For further information on the corporate governance policies adopted  by the Company, refer to our website: www.aaco.com.au/investors-and-media/corporate-governance/. Board Functions The Board is responsible to the Company’s shareholders for the overall governance and performance of the Company. The Board seeks to identify the expectations of the shareholders, as well as other regulatory and ethical expectations and obligations. In addition,  the Board is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks. To ensure that the Board is well equipped to discharge its responsibilities it has established guidelines for the nomination and selection of Directors  and for the operations of the Board. The responsibility for the operation and administration of the Group is delegated, by the Board, to the Managing Director/CEO and the executive  management team. The Board ensures that this team is appropriately qualified and experienced to discharge their responsibilities and has in place  procedures to assess the performance of the Managing Director/CEO and the executive management team. Audit Staff and Remuneration Nomination Risk and Compliance Whilst at all times the Board retains full responsibility for guiding and monitoring the Group, in discharging its stewardship it makes use of Board  committees. Specialist committees are able to focus on a particular responsibility and provide informed feedback to the Board. The Chairman of  each committee reports on any matters of substance at the next full Board meeting and all committee minutes are provided to the Board. There are  currently four Board committees: Annual Report 2013 41