CORPORATE GOVERNANCE  The Board has delegated responsibility to the Managing Director (“MD”) and the executive management team to manage the  day-to-day operations and administration of the Company. In carrying out this delegation, the MD, supported by the senior  executives, routinely reports to the Board regarding Sundance’s progress on achieving both the short and long-term plans for  the Company. The MD is accountable to the Board for the authority that is delegated by the Board.  The Board is responsible for the corporate governance of the Company, including the setting and monitoring of objectives, goals  and corporate strategy. Management is responsible for the implementation of the strategy and running the day to day business  of the Company’s affairs. Responsibilities of the board include –  The respective roles and responsibilities of the Board and management, including those matter expressly reserved to the Board,  are set out in the Board Charter, which is available in the corporate governance section of Sundance’s website. During fiscal year 2014, the Company’s corporate governance practices and policies discussed below have complied with those  outlined in the  Corporate Governance Principles and Recommendations  (2 nd  Edition), except as noted otherwise.  In March 2014, the ASX Corporate Governance Council release the 3 rd edition of the  Corporate Governance Principles and  Recommendations , which applies to ASX listed companies in respect of their first full financial year commencing on or after 1  July 2014. Accordingly, the 3 rd  edition of the Corporate Governance Principles and Recommendations will apply to Sundance for  its financial year ended 31 December 2015. Sundance will report its compliance against those recommendations in the  Company’s Corporate Governance Statement for fiscal year 2015.  Sundance’s Board has carefully reviewed the  Corporate Governance Principles and Recommendations . As is set forth below, the  vast majority of these have already been achieved in total accordance with the Principles and Recommendations. In a few  instances, the Company has adopted hybrid methodologies of compliance deemed appropriate to its size, structure and  situation. The Board is comfortable that its practices are satisfactory for an entity of its structure and size. In some instances  disclosures recommended by the ASX have been made in other areas of the Annual Report, namely the Directors’ Report, and  therefore will not be restated under this section. $^{ }$Principle 1: Lay Solid Foundations for Management and Oversight  1.1 Roles and Responsibilities  - 47 -  • Providing input into and final approval of management’s development of corporate strategy and performance  objectives;  • Monitoring senior executives’ performance and implementation of the Company’s strategy;  • Approving and monitoring the business plan, budget and corporate policies;  • Monitoring and the approval of financial and other reporting;  • Ensuring an effective system of internal controls exists and is functioning as required;  • Establishing Sundance’s vision, mission, values and ethical standards as reflected in a Code of Conduct;  • Delegating an appropriate level of authority to management and approving any additional change to those delegations;  • Ensuring appropriate resources are available to senior executives;  • Appointment, succession, performance assessment, remuneration and dismissal of the Managing Director;  • Reviewing, ratifying and monitoring systems of risk management and internal control, codes of conduct, and legal  compliance; and  • Approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and  divestitures. 