has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere  with the Director’s ability to act in the best interests of the company; and  is free from any interest and any business or other relationship which could, or could reasonably be perceived  to, materially interfere with the Director’s ability to act in the best interests of the company.  Corporate Governance Statement  The Board has confirmed that based on this definition of independence, Mr Massey, General Cosgrove and Mr Barnes  are independent Non-executive Directors. The Board determined that Mr Johnston meets the independence definition  except with respect to his former role as a Director of RBS Morgans Limited. The Board does not consider that Mr  Johnston’s current role with RBS Morgans materially interferes with his ability to act independently in the interests of the  company. It is currently considered appropriate to have a number of Executive Directors on the Board as they have a strong  awareness of management issues and a deep knowledge of the company. The company has reduced the number of  Executive Directors and increased the number of Non-executive Directors over recent years. The Board considers it  appropriate to transition over time to a majority of Non-executive Directors.  The role of the Chairman and Chief Executive Officer are separate. The Chairman of the Board is Mr Massey who is an  independent Non-executive Director. The Chief Executive Officer and Managing Director is Mr Buckley. Each Director, as  part of his agreement with the company has the ability to seek independent advice at the company’s expense after  consultation with the Chairman.  The Nomination Committee is comprised by three Non-executive Directors, Mr Massey (Chairman), General Cosgrove,  Mr Johnston and the Managing Director Mr Buckley. Details of the number of meetings of the Committee and members’  attendance can be found in the Directors’ Report.  The Nomination Committee facilitates Board and individual Director performance reviews and evaluation on at least an  annual basis using an external facilitator as necessary to ensure independent professional scrutiny and benchmarking  against developing best practices. The results of the review are presented to the Chairman and to the Board. A  performance evaluation in the financial year 2010 was undertaken in accordance with board procedure and involved an  independent board consultant.  The Board acknowledges that performance can always be enhanced and will continue to seek and consider ways of  further enhancing performance both individually and collectively. The Nomination Committee assists the Board in determining the composition of the Board and its committees. When  considering a candidate as a Director, consideration is given to the candidate’s ability to act in the best interests of  shareholders as well as specific skills and expertise. Consideration is also given to the candidate’s capacity to  understand the impacts of various laws and regulations on their role and on the company including company law, trade  practices legislation, environmental law, occupational health and safety, equal opportunity and taxation.  As the company has significant operations outside of Australia, consideration is also given to the candidate’s ability to  understand the impacts of foreign jurisdiction legislation, foreign currency issues and the business environment in the  countries in which the company operates. In addition, consideration is given to the candidate’s knowledge of the areas of  the company’s operations, risk management concepts and how they apply to the company and also whether the  candidate is up to date with issues of corporate governance.  New Directors undergo an induction process in which they are given an extensive briefing on the company. This  includes meetings with key executives, tours of the relevant premises, an induction package and presentations. A formal  letter of appointment is provided.  In order to achieve continuing improvement in Board performance, all Directors are encouraged to undergo continuing  professional development. Specifically, Directors are provided with the resources and training to address skills gaps  where they are identified.  The Nomination Committee has responsibility for independently supervising the company’s Leadership Development  Programme as part of its succession considerations. The roles and responsibilities of the Nomination Committee are summarised in the Investor Centre of the company’s  website.  The Board has adopted a Code of Conduct for Directors, Senior Executives and staff. The Code of Conduct is regularly  reviewed and updated as necessary to ensure it reflects the highest standards of behaviour, professionalism and  practices necessary to maintain confidence in the company’s integrity. The code has six governing principles namely  honesty and integrity, confidentiality of information, integrity of personal dealings, conflicts of interest, abiding by the law  and gifts and entertainment.  Page 22 of 80  Principle 3: Promote ethical and responsible decision making 