STATEMENT OF CORPORATE GOVERNANCE CONTINUED The aggregate Directors’ fee pool to Non-Executive Directors is set and may not be increased without prior approval of the  shareholders at a general meeting. Options over unissued ordinary shares of the Company issued to Directors are approved on a case-by-case basis by shareholders  at relevant general meetings. The Company has a policy restricting recipients of ESOP and other share options from:  These restrictions are set out in the Company’s Share Trading Policy which can be found on the Company’s website at www.karoongas.com.au. The Company has not established any schemes for retirement benefits, other than superannuation, for Non-Executive Directors. Further information on the remuneration of the Directors and other key management personnel can be found in the Remuneration  Report section of the Directors’ Report. Recommendation 2.5 of the revised Corporate Governance Council Principles provides that companies should disclose the  process for evaluating the performance of the Board of Directors, its committees and individual Directors. During the financial year, performance evaluation of the Executive Directors was undertaken in accordance with the Board  Performance Review Policy and submitted to the Remuneration Committee. Non-Executive Directors did not receive a formal  evaluation. Due to the nature and stage of the Company’s operations and its evolution, the Board of Directors was of the view  that a formal performance review of the Non-Executive Directors was not necessary. The Board Performance Review Policy for senior executives and the Board of Directors is available on the Company’s website at www.karoongas.com.au. Recommendation 1.2 of the revised Corporate Governance Council Principles provides that the performance of senior executives  should be reviewed regularly against appropriate measures. Performance evaluation for senior executives has taken place during the financial year. All Directors have access to the Company Secretary and the appointment and removal of the Company Secretary is a matter for  decision by the Board of Directors as a whole. The Company Secretary is accountable to the Board of Directors, through the Chairman, on all corporate governance matters. The Company Secretary supports the effectiveness of the Board of Directors by monitoring compliance with Board policy and  procedures and coordinating the completion and despatch of the Board papers.  Recommendation 4.4 of the revised Corporate Governance Council Principles provides that the Company should make publicly  available information on procedures for the selection and appointment of the external auditor and the rotation of external audit  engagement partners. 88 Karoon Gas Australia Ltd  Annual Report 2011 Performance Review Management Performance Review Role of the Company Secretary External Auditors • dealing at any time in financial products such as options, warrants, futures or other financial products issued over the Company’s  securities by third parties such as banks and other institutions. An exception may apply where the Company’s securities form  a component of a listed portfolio or index product; or  • entering into transactions in products associated with the Company’s securities which operate to limit the economic risk  of their security holding in the Company over unvested entitlements (including hedging arrangements).