respect to a proposed appointee to the Board and the workings of the Board and its Committees are conveyed in interviews with the Chairman and induction procedures include access to appropriate executives in relation to details of the business of the Company.  The Chairman of the Board is  the Chairman of the Nomination Committee. The current members of the Nomination Committee,  all of whom are independent non-executive Directors, are  Mr S Gerlach (Chairman), Mr P C Barnett and Mr G W McGregor.  The Board Guidelines provide that: As the biennial review of the Board and of its Committees was conducted by an independent consultant in 2003, no formal performance appraisal of the Board was conducted in 2004.  Performance evaluation of key executives is undertaken on a quarterly and annual basis by  the CEO and summarised in presentation to the Remuneration Committee of the The role, responsibilities and composition of the Remuneration Committee and details of  Pursuant to a deed executed by the Company and each Director, a Director also has the right to have access to all documents which have been presented to meetings of the Board or to any Committee of the Board or otherwise made available to the Director whilst in office. This right continues for a term of seven years after ceasing to be a Director or such longer period as is necessary to determine relevant legal proceedings that commenced during that term. The current members of the Audit Committee, all of whom are independent non-executive Directors, are: Mr G W McGregor (Chairman), Professor J Sloan The Committee is required to consist of no less than three members and to meet at least three times per year. All members must be independent, non-executive Directors and financially literate, with at  least one member having past employment experience in finance and accounting, requisite professional certification in accounting or other comparable experience or background.  The Chairman of the Board is precluded from being the Chairman of the Audit Committee. The role of the Audit Committee is documented in a Charter, approved by the Board. This Charter was revised in August 2004 in line with contemporary best practice, and can be found on the Company’s website. The Board Guidelines set out the circumstances and procedures pursuant to which a Director, in furtherance of his or her duties, may seek independent professional advice at the Company’s expense. Those procedures require prior consultation with, and approval by, the Chairman and assurances as to the qualifications and reasonableness of the fees of  the relevant expert and, under normal circumstances, the provision of the expert’s advice to the Board. Information in respect to indemnity and insurance arrangements for Directors and senior executives appears in the Directors’ Statutory Report on page 49 of this Annual Report.  Details of the nature and amount of the remuneration of: the Company’s remuneration objectives and principles, non- executive Director remuneration and executive remuneration are set out on pages 37 to 40 of this Annual Report in the Directors’ and Executives’ Remuneration section, as well as in the Directors’ Statutory Report  and in Notes 18 and 26 of  the Financial Statements. Board, both specifically for determination of remuneration and generally in relation to management succession planning for review by the Board. and Mr R M Harding. The external auditors, CEO, Chief Financial Officer (“CFO”), Manager Risk and Audit, and Manager – Financial Planning and Analysis attend Committee meetings by invitation. There were 4 meetings held in 2004. The primary objective of the Audit Committee is to assist  the Board to fulfil its corporate governance and oversight responsibilities related to financial accounting practices, external financial reporting, financial reporting, risk management and internal control, and the internal and external audit function. Specifically, the role of the  Audit Committee includes:  are set out on pages 37 to 40  of this Annual Report. 31 Annual Report 2004 • receiving from the external auditors a formal written statement delineating all • reviewing the performance  of the internal and external auditors and providing them with confidential access to  the Board; • meeting regularly with the internal and external auditors to reinforce their respective independence and to determine the appropriateness of internal and external audit procedures;  • ensuring that truth and fairness is reflected in the preparation and publication  of the Company’s financial reports;  • examining the accounting policies of the Company to determine whether they are appropriate and in accordance with generally accepted practices;  • the Directors; and  • the Specified Executives;  • non-executive Directors are  to be appointed on the basis that their nomination for  re-election as a Director is subject to review and support by the Board;  • there should be appropriate circumstances justifying re- election after a specified period of service as a Director; and  • the contribution of the Board and of individual Directors is the subject of formal review and discussion on a biennial and annual basis, respectively.  6.2 Role of the Audit Committee 4. INDEMNITY, ACCESS TO INFORMATION AND INDEPENDENT PROFESSIONAL ADVICE  6. AUDIT COMMITTEE 6.1 Composition of the Audit Committee 5. REMUNERATION 3. REVIEW OF BOARD AND EXECUTIVE PERFORMANCE