When determining the independent status of a Director, the revised Corporate Governance Principles state that the Board should  consider whether the Director: Recommendation 2.2 of the revised Corporate Governance Council Principles provides that the Chairman should be an Independent  Director. Also, Recommendation 2.3 of the revised Corporate Governance Council Principles provides that the roles of the  Chairman and the Chief Executive Officer should not be exercised by the same individual. The Company’s Chairman also acts as  its Chief Executive Officer and was also its founding Director and is one of the Company’s largest shareholders. Given the stage  of the Company’s growth, the Board of Directors considers it acceptable for the Chairman to be an Executive Director and not  independent. The Board of Directors meets at least every two months with additional committee meetings, if and when required, to discuss  specific matters. Subject to the approval of the Board of Directors, an individual Director may engage an independent professional adviser at the  expense of the Company in appropriate circumstances. The Board of Directors may establish appropriate committees to assist in its roles and responsibilities at appropriate points in the  Company’s growth. The Board of Directors has established an Audit Committee, a Remuneration Committee and a Nomination Committee. The role of the Audit Committee is to advise on the establishment and maintenance of a framework of internal control and the  appropriate ethical standards for the financial management of the Group. The Company has formally adopted an Audit Committee  Charter. A copy of the Audit Committee Charter can be found on the Company’s website at www.karoongas.com.au. The Audit Committee also reviews the quality and reliability of financial information prepared for use by the Board of Directors in determining policies or for inclusion in financial statements. The Audit Committee consists of: Mr Geoff Atkins (Chairman) Mr Clark Davey Mr Stephen Power The record of attendance for each of the members of the Audit Committee is set out in the Directors’ Report of the Annual Report. Audit Committee Board Committees Advice to Directors Meeting Schedule •  is a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder  of the Company; •  is employed, or has previously been employed in an executive capacity by the Company or another Group member, and there  has not been a period of at least three years between ceasing such employment and serving on the Board; •  has within the last three years been a principal of a material professional adviser or a material consultant to the Company  or another Group member, or an employee materially associated with the service provided; and •  is a material supplier or customer of the Company or other Group member, or an officer of or otherwise associated directly or  indirectly with a material supplier or customer who has a material contractual relationship with the Company or another Group  member other than as a Director.  85 Karoon Gas Australia Ltd  Annual Report 2011