The Company’s constitution requires one-third of the Directors (or the next lowest whole number) to retire by  rotation at each Annual General Meeting (AGM). The Directors to retire at each AGM are those who have been  longest in office since their last election. Where Directors have served for equal periods, they may agree amongst  themselves or determine by lot who will retire. A Director must retire in any event at the third AGM since he or she  was last elected or re-elected.  Retiring Directors may offer themselves for re-election. A Director appointed as an additional or casual Director by the Board will hold office until the next AGM when they  may be re-elected.  The Managing Director is not subject to retirement by rotation and, along with any Director appointed as an  additional or casual Director, is not to be taken into account in determining the number of Directors required to  retire by rotation. The Chairman is responsible for: The Board does not comply with the ASX Recommendation 2.2 in that the Chairman, whilst a non-executive, is not  an independent Director due to his substantial interest in the Company (refer to 2(e) Independent Directors).  The Board has considered this matter and decided that the non-compliance does not affect the operation of the  Company. •  leadership of the Board; •  the efficient organisation and conduct of the Board’s functions; •  the promotion of constructive and respectful relations between Board members and between the Board and  management; •  contributing to the briefing of Directors in relation to issues arising at Board meetings; •  facilitating the effective contribution of all Board members; and •  committing the time necessary to effectively discharge the role of the Chairman. 2(c) Chairman and Managing Director 2(d) Nomination Committee 2(e) Independent Directors The Managing Director is responsible for: The Board specifies that the roles of the Chairman and the Managing Director are separate roles to be undertaken  by separate people. The Company does not comply with ASX Recommendation 2.4. The Company is not of a relevant size to consider  formation of a nomination committee to deal with the selection and appointment of new Directors and as such a  nomination committee has not been formed. Nominations of new Directors are considered by the full Board in accordance with the Company’s “Selection of  New Directors Policy”. The Company recognises that independent directors are important in assuring shareholders that the Board  is properly fulfilling its role and is diligent in holding senior management accountable for its performance. The  Board assesses each of the directors against specific criteria to decide whether they are in a position to exercise  independent judgment. •  implementing the Company’s strategies and policies; and •  the day-to-day management of the Consolidated Entity’s business activities 42  CORPORATE GOVERNANCE STATEMENT