CORPORATE GOVERNANCE STATEMENT for the year ended 30 June 2001  This statement outlines the main Corporate Governance practices that were in place throughout the Financial Year, unless otherwise stated. These practices are dealt with under the following headlines: Board of Directors and  Board Committees, Internal Control Framework, Ethical Standards, Business Risks and Emergency Planning. It also gives the Board of Directors additional assurance regarding the quality and reliability of financial information prepared for use by the board in determining policies for inclusion in financial statements. The Audit Committee was established on 11 July 2000. The initial members of the Committee are I Armstrong, G Bradd,  P Hyer, N Wran. The Board of Directors has the overall responsibility for the Corporate Governance of the Company. It is responsible for setting strategic direction, confirming financial objectives and assuring the management function by establishing goals for management and monitoring performance against those goals. Above all, it is wholly accountable to, and focused on the needs of, all shareholders and other stakeholders. To give further effect the Board has established Board Compliance and Audit, Investment, Remuneration and Marketing Committees to assist in the execution of its responsibilities. The Marketing Committee was established on 13 October 2000 to report to the Board on matters relating to marketing. The initial members of the Committee are  N Ford and D McMichael. The Remuneration Committee was established on  25 October 1999 to report to the Board on matters relating to establishing and reviewing remuneration arrangements for the Chief Executive Officer and other senior executives and non-executive Directors. The initial members of the Committee are N Ford and P Hyer. The Directors of the Company in office at the date of this statement are shown in the Directors’ Report; seven are non-executive Directors and two are executive Directors. The Company's Constitution requires Directors retire from office by rotation. Retiring Directors may offer themselves for re-election. The Investment Committee was established on 12 September 2000 to report to the Board on matters of capital expenditure and investment. The initial members of the Committee are R Kermode, E Barukh and N Ford. In the event that a potential conflict of interest may arise, Directors affected withdraw from the Board meeting for the period the matter is being considered and take no part in discussions, and exercise no influence over other Board members, as is required by the Directors' Code of Conduct. The Board acknowledges that it has responsibility for the overall control framework, but recognises that no cost effective control system will preclude all errors and irregularities. To assist in discharging this responsibility the Board has, in addition to establishing the Board Compliance and Audit Committee, implemented an internal control framework that can be described under three headings. The Directors seek to achieve best practice in Corporate Governance and accountability through the following Board Committees, which assist the Board in the execution of its responsibilities.  The role of the Board Compliance and Audit Committee, which is an advisory committee, is documented in its Charter approved by the Board of Directors. In accordance with its Charter, all Members of the Committee must be non-executive Directors. Members are appointed for two year terms. The role of the Committee is to review the financial reporting process, the system of internal control and management of financial risks, the audit process, and the Company's process for monitoring compliance with laws and regulations and its own code of business conduct. The Committee makes recommendations to the Board regarding the reappointment of the external auditors and reviews their remuneration. The Committee under its Charter reviews the performance of the external auditors. • Financial reporting: There is a comprehensive budgeting system with an annual budget approved by the Directors. Monthly actual results are reported against budget. Revised forecasts for the year are prepared as needed, together with monthly chart and graph analysis of trends and trading. • Quality, integrity and performance of personnel: The Company's requirements are detailed in the Standard Operating Procedures, Employment Contracts and  Job Specifications.  • Investment appraisal: The Company has clearly defined guidelines for capital expenditure. These include annual budgets, detailed appraisal and review procedures and due diligence enquiry, where business opportunities are being acquired or reassessed for viability. The Board is assisted in this area by the Investment Committee. Board Compliance and Audit Committee Board Committees Internal Control Framework Investment Committee Composition of the Board Remuneration Committee Marketing Committee The Role of the Board Board of Directors and Board Committees 15 CABCHARGE AUSTRALIA LIMITED  AND CONTROLLED ENTITIES ABN 99 001 958 390