3. BOARD COMMITTEES To assist the Board in fulfilling its duties and responsibilities, it has established the following committees: The Board has established an Audit Committee that has three members, comprising two non-executive directors  and the Company Secretary. The Audit Committee is governed by its charter, as approved by the Board. It is the  Board’s responsibility to ensure that an effective internal control framework exists within the entity. This includes  internal controls to deal with both the effectiveness and efficiency of significant business processes, the  safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information  as well as non-financial considerations such as the benchmarking of operational key performance indicators. The  Board has delegated responsibility for establishing and maintaining a framework of internal control and ethical  standards to the Audit Committee. The Committee also provides the Board with additional assurance regarding the reliability of financial information  for inclusion in financial report. The Audit Committee does not comply with ASX Recommendation 4.2 as only two of the three members are non- executive Directors and none are considered to be independent Directors (refer 2(e)). The Company believes that  the committee has appropriate financial expertise, all members are financially literate and have an appropriate  understanding of the Company’s activities. The Audit Committee is comprised of: The qualifications of the committee are set out in the Directors’ Report of the Annual Report under the heading  “Directors”. The number of times the Audit Committee has formerly met and the number of meetings attended by directors  during the financial year are reported in Directors’ Report of the Annual Report under the heading “Directors’  Meetings”. The Company’s policy is to appoint external auditors who clearly demonstrate quality and independence. The  performance of the external auditor is reviewed annually and applications for tender of external audit services are  requested as deemed appropriate, taking into consideration assessment of performance, existing value and tender  costs. It is Ernst & Young’s policy to rotate engagement partners on listed companies at least every five years. An analysis of fees paid to the external auditors, including a break-down of fees for non-audit services, is provided  in the notes to the financial statements in the Annual Report. External Auditors 3(a) Audit Committee •  Audit Committee; and •  Remuneration Committee. •  approval of the scope and plan for the external audit; •  review of the independence and performance of the external auditor; •  review of significant accounting policies and practices; and •  review and recommendation to the Board for the adoption of the Consolidated Entity’s half- year and annual  financial statements. Name Position P G Cook (Chairman) Non-executive Chairman M L Jefferies  Non-executive Director F J Van Maanen Company Secretary 44  CORPORATE GOVERNANCE STATEMENT The Audit Committee’s main responsibilities include: