CORPORATE GOVERNANCE STATEMENT CONT. Board Functions (continued) The roles and responsibilities of these committees are discussed throughout this corporate governance statement.  The Board is responsible for ensuring that management’s objectives and activities are aligned with the expectations and risks identified by the  Board. The Board has a number of mechanisms in place to ensure this is achieved including: Other functions reserved to the Board include: The matters which are reserved for the Board are contained in the Board’s Charter, which is available on the Company’s website. The skills, experience and expertise relevant to the position of Director held by each Director in office at the date of the annual report are included  in the Directors’ Report.  The Board is currently comprised of eight Directors, four of whom are determined by the Board to be independent. AACo’s Chairman, Donald  McGauchie, is an independent director.  It is the Board’s responsibility to assess and monitor the independence of Directors, as required under the ASX Corporate Governance Principles  and Recommendations (‘CGPR’) published by the ASX Corporate Governance Council.  Under the Company’s Board Charter, the Board will determine whether or not a Director is independent. For the purposes of making a determination  as to whether a Director is independent the Board will consider, amongst other things, whether or not the Director: In accordance with the guidelines above, the following Directors of the Company during the period were determined to be independent. Mr. D. McGauchie Chairman, Non-executive Director Appointed 19 May 2010 Mr. T. Keene Non-executive Director Appointed 5 October 2011 Mr. S. Black Non-executive Director Appointed 5 October 2011 Mr. D. Crombie Non-executive Director Appointed 5 October 2011  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.   Is affiliated with a material customer or supplier of the Company or other member of the Group, or an officer of or otherwise associated directly  or indirectly with a material supplier or customer; and  Has been in the last three years, a principal of a material professional adviser or a material consultant to the Company or other member of the  Group, or an employee materially associated with the service provided; Within the last three years has been employed in an executive capacity by the Company or one of its subsidiary companies; Is a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company; Approval and appointment of the Managing Director/CEO. Reporting to shareholders. Ensuring that any significant risks that arise are identified, assessed, appropriately managed and monitored. Approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and divestitures. Approval of the annual and half-yearly financial reports. Board approval of a strategic plan designed to meet stakeholders’ needs and manage business risk.  Ongoing development of the strategic plan and approving initiatives and strategies designed to ensure the continued growth and success of  the entity.  Implementation of budgets by management and monitoring progress against budget – via the establishment and reporting of both financial and  non-financial key performance indicators. Structure of the Board  42 Australian Agricultural Company Limited