CORPORATE SOCIAL RESPONSIBILITY,  SUSTAINABILITY AND DIVERSITY  (continued) SECURITIES TRADING POLICY RISK MANAGEMENT COMPLIANCE WITH ASX CORPORATE  GOVERNANCE COUNCIL RECOMMENDATIONS 33 ANNUAL REPORT 2014 In order to assist readers to follow where the various ASX  Recommendations are referenced in this annual report, a convenient  reconciliation of the ASX Recommendations against the Company’s  corporate governance practices – with specific heading and  page references – is available on the Company’s website at  www.villageroadshow.com.au  in the Corporate Governance section. This internal controls process includes reporting on all material financial  and non-financial risks across all business units. Detailed sign-offs by key  process owners and internal control management questionnaires are  completed by all business units bi-annually, including as part of the  The Company’s formal Risk Management Methodology incorporates  a holistic and structured approach to the identification and mitigation of  business risks by key business units. This standardised risk approach  covers strategic, operational, reputational, health, safety and environment,  compliance and financial risks of each of the Company’s strategic business  units. The accountability for managing such key risks rests with the CEO  and CFO of each business unit, including Corporate Head Office. In  accordance with the Risk Management Methodology, formal risk  assessments are conducted at least annually, with reporting to the Audit &  Risk Committee on major risks and action plans. To assist the Board in discharging its responsibilities in relation to risk  management, the Board has delegated the recognition and management of  risk to the Audit & Risk Committee in accordance with its Charter. The Board is responsible for the approval and review of the group’s risk  management and internal controls framework and policies in accordance  with its Group Risk Management policy. However management of risk and  the implementation of appropriate controls to mitigate such risks is the  responsibility of management. The Board also receives bi-annually a signed, written statement from the  Co-Chief Executive Officers and the Finance Director that the financial  statements in their opinion give a true and fair view in all material respects  of the Company’s financial condition and that it’s operational results are in  accordance with accounting standards, that this statement is based on  a sound system of risk management and internal compliance and control  which implement the policies adopted by the Board, and that the Company’s  risk management and internal compliance and control system is operating  efficiently and effectively in all material respects. Shaun L. Driscoll (Chair) Simon T. Phillipson (Deputy Chairman) Clark J. Kirby Peter A. Harris Alistair W. Bennallack Julie E. Raffe (by invitation) During the financial year the members of this Committee were: The Company has an incentive remuneration hedging policy which prohibits  the hedging by any member of the Company’s KMP and their closely related  parties of any incentive remuneration, including any equity award, which  limits the exposure of that KMP officer to economic risk relating to their  unvested or restricted remuneration. All Directors of the Company, and of the Village Roadshow group of  companies (‘the Group’), are required to provide a standing notice, updated  as appropriate, giving details of the nature and extent of their ‘material  personal interests’ in the affairs of the Company and the Group upon  appointment as a Director. All notices are tabled and recorded in the minutes  of the Directors’ meeting and entered into a register which is open for  inspection by all Directors, and is available to all future incoming Directors. The responsibilities of the Committee include the formulation of annual  Compliance Programs and the co-ordination and monitoring of such  programs to provide timely implementation and review of action plans. The  Committee reports at least bi-annually on all material aspects of such risk  and compliance programs to the Audit & Risk Committee, and in writing to  the Co-Chief Executive Officers and Chief Financial Officer on the  appropriateness and effectiveness of these programs. In addition, the Company’s Key Management Personnel (“KMP”), including  all Directors, are precluded from dealing in securities in the Company  during any Closed Window or other ‘black out’ period where that KMP is in  possession of any important unpublished information about a potential  transaction which, if made publicly available, could reasonably be expected  to materially affect the price of the Company’s securities, whether upwards  or downwards. Prior written permission via a Clearance Notice to trade in  the Company’s securities must be obtained by such KMP. The Company’s  Security Trading Policy was provided to ASX in December 2010 and is  available on the Company’s website. The Company’s Management, Risk and Compliance Committee monitors  the implementation and effectiveness of sound governance policies and  procedures across the Group in line with ASX Recommendations. Such  policies and procedures include the risk management and internal controls  framework including the appropriate insurance policies for the insurable  risks associated with the Company’s businesses, the code of conduct and  the compliance process adopted by management. This Committee is  supported by various divisional Management, Risk and Compliance  Committees with divisional management having on-going day-to-day  control of business unit risks and the implementation of the necessary  action plans. These divisional Management, Risk and Compliance  Committees report at least bi-annually on their divisional risk  management, compliance programs and governance processes  appropriately tailored to their specific industries, to provide effective  management of all relevant matters. Outside of those Closed Window periods, no Designated Officers may deal  in securities of the Company when in possession of any information which,  if made publicly available, could reasonably be expected to materially affect  the price of the Company’s securities, whether upwards or downwards.  Prior written approval must be obtained from the Company Secretaries by  any Designated Officer who wishes to deal in the Company’s securities, and  legal advice will be obtained by the Company Secretaries on behalf of the  Designated Officer in circumstances where any doubt exists. In addition to all Directors of the Company, all members of the Executive  Committee and other key corporate and divisional executives of the Village  Roadshow group who are or may be involved in material transactions  concerning the Company are included in the definition of “Designated  Officers”. These Designated Officers and their related parties are precluded  from dealing in securities of the Company during the periods one month  prior to the release date of the half-year profit announcement and one  month prior to the release date of the full financial year profit  announcement, until commencement of trading on the day after the  relevant announcement (a “Closed Window”). All Directors have a written contractual obligation to the Company to  immediately advise the Company of all changes to their interests in shares,  options and debentures, if any, in the Company and its associates for the  timely reporting of any changes to ASX by the Company Secretaries. The Internal Audit Plan, agreed with management, is approved by the Audit  & Risk Committee. A summary of key internal audit findings, and control  weaknesses not adequately addressed by management, are reported  directly to the Audit & Risk Committee. In addition independent external  projects are conducted on a regular basis by specialist contractors  reviewing and making recommendations for improvement on specific  areas in key businesses within the Company. The Company’s Group Internal Audit function, which is independent of all  operating business units, performs regular internal audits on key areas of  risk within the business to verify that the internal control framework is  adequate and remains effective. In addition, projects conducted by Internal  Audit also monitor the compliance with policies adopted by the Board,  including compliance with the relevant Delegation of Authority documents  to verify that the policies adopted by the Board are implemented. The Company’s financial structure includes a number of covenants to  various lenders, requiring a structured level of monitoring and  management to ensure compliance. The Company’s Treasury Risk  Management Policy articulates the recognition, measurement and  management of interest rate risk, foreign exchange exposure, hedging,  credit risk, liquidity levels and monitoring of economic and financial  conditions. The parameters of all policies, including the Treasury Risk  Management Policy, are periodically reviewed by the Audit & Risk  Committee to ensure they remain appropriate and address current issues. Company’s half-year and full-year financial reporting procedures. To the  extent that the Company has any material exposures to economic,  environmental and social sustainability risks, these are outlined annually  in the Company’s operating and financial review as part of the Directors’  Report to shareholders. Annual updates on the Company’s sustainability  and community and charitable endeavours are provided on the Company’s  website. In accordance with the requirements of the  Workplace Gender Equality Act  2012  the Company lodged its annual compliance report on 28 May 2014 with  the Workplace Gender Equality Agency. A copy of the report can be  accessed from the Company’s website at  www.villageroadshow.com.au . since 2010 and devised for the Company by the independent consultant  Mercer Australia Pty. Ltd. CLOSE FILE X