Corporate Governance Statement Board Objectives Board of Directors Size and Composition of the Board Board and Committee Agendas Board Committees Audit Committee The Work of Directors The GrainCorp Board is accountable to shareholders  for the business and affairs of the group and it sets  the framework for the Company’s long term success.  It approves the Company’s goals, direction, long term strategic plans and provides overall policy guidance.  The Board ensures that appropriate policies and procedures for the management of business and financial risks and associated internal controls are in place and monitors environmental and safety performance. It also monitors compliance with ASX Listing Rules, laws and ethical behaviour.  There are currently 11 Directors on the Board; 10 non- executive Directors, including the Chairman, and one executive Director, being the Managing Director. Non-executive Directors comprise up to six “group” Directors, whom are all the Directors of Grain Growers Association Limited (“GGA”) and up to four “elected” Directors whom are subject to re-election by rotation at the Company’s annual general meeting. Group Directors must be members of GGA and there must be two Directors appointed from each of three geographical  zones across New South Wales and Victoria. In subsequent years, Group Directors are subject to  re-election by rotation at GGA’s annual general meetings. The Chairman is elected by the group Directors. The Managing Director automatically relinquishes his position on the Board in the event that his executive position with the Company ceases. In addition to the preparation for and attendance at Board and committee meetings, non-executive Directors visit operational sites and are involved in local and national industry matters. Business planning meetings, attendance at conferences and other industry occasions also require involvement of Directors. Directors have access to the Company’s solicitors and auditors at the Company’s expense should they wish to seek advice on matters relating to their duties as Directors of the Company, after first notifying the Board or Chairman of the Board. The Chairman and Managing Director establish the agendas for Board meetings, although Directors have  the right to add items for Directors’ consideration. Each committee chairman decides the length and frequency  of committee meetings in consultation with committee members and consults with management on preparation of agendas. Senior executives attend Board and committee meetings when relevant matters are under consideration. Committee chairmen report the work  of their committee to the Board on a regular basis. The Board has established 6 committees to increase its efficiency and effectiveness. Each committee has a formal charter approved by the Board. Board and committee meetings held by GrainCorp during the year are included in the Directors’ Report. Details given for each Director includes their committee memberships. The Audit Committee comprises three non-executive Directors. Meetings are held at least four times a year.  The committee ensures that the financial statements are prepared in accordance with appropriate standards and statutory requirements and reviews all matters raised by the internal and external auditors, risks associated with the business and reports to the Board on any material item. It develops audit policy and monitors audit functions within the companies. The committee will also review any material changes in accounting policy. Management, internal and external auditors are invited  to attend Audit Committee meetings to ensure that adequate controls and practices are maintained throughout the Group. 32 GrainCorp 2001 Annual Report