of, non-executive, independent Directors, except for the Environmental and Safety Committee, which includes  the CEO as a member.  The Board Guidelines prescribe that the Board is to meet at least eight times a year, including a strategy meeting of two days duration. The number of meetings of the Board and of each of its Committees and the names of attendees at those meetings are set out on page 47 of this Annual Report. Board Meetings are structured in two separate sessions, without management present for one of those sessions. The agenda for meetings is prepared by the Company Secretary in conjunction with the Chairman and CEO, with periodic input from the Board. Comprehensive Board papers are distributed to Directors in advance of scheduled meetings. Board meetings take place both at the Company’s head office and at key operating sites, to assist the Board in its understanding of operational issues. Executive management attend Board and Committee meetings, at which they report to Directors within their respective areas of responsibility. This assists the Board in maintaining its understanding of the Company’s business and assessing the executive management team. Where appropriate, advisors to the Company attend meetings of the Board and of its Committees. The composition of the Board is determined in accordance with the Company’s Constitution and the Board Guidelines which, among other things, require that:  Generally, the Board considers a Director to be independent if he or she is not a member of management and is free of any business or other relationship that could materially interfere with, or could reasonably be Under the Company’s Constitution approximately one- third of Directors retire by rotation each year and Directors appointed during the year are required to submit themselves for election by shareholders at the Company’s next Annual General Meeting. The Board Guidelines encourage Directors to retire at the first Annual General Meeting after reaching the age of 72 years and not seek re- appointment. Currently, the Board comprises eight non-executive Directors and one executive Director. The Board has adopted the definition set out in the ASX Best Practice Recommendations and as defined in the 2002 guidelines of the Investment and Financial Services Association Limited and considers all current non- executive Directors, including the Chairman, to be independent directors. perceived to materially interfere with, the Director’s ability to  act in the best interests of the Company. The Board will assess the materiality of any given relationship that may affect independence on a case by case basis and has adopted materiality guidelines to assist in that assessment. Under these guidelines, the following interests are regarded as material in the absence of any mitigating factors: The Board has determined that there should not be any arbitrary length of tenure that should be considered to materially interfere with a Director’s ability to act in the best interests of the Company, as it believes this assessment must be made on a case by case basis with reference to the length of service of all members of the Board. Each Director’s independence is assessed by the Board on an individual basis, with reference to the above materiality guidelines and focussing on an assessment of each Director’s capacity to bring independence of judgment to Board decisions. In this context, as mentioned below, Directors are required to promptly disclose their interests in contracts and other directorships and offices held. The names and details of the experience, qualifications, special responsibilities, and term of office of each Director of the Company are set out on page 41 of this Annual Report. Details  of each Director’s attendance at Board and Committee Meetings and their shareholdings are also set out on page 47 of this Annual Report. The role, responsibilities and membership requirements of  the Nomination Committee are documented in the Board Guidelines and in a separate Charter, approved by the Board.  Under the Board Guidelines,  it is the responsibility of the Nomination Committee to devise the criteria for, and review membership of, and nominations to, the Board. The primary criteria adopted in selection of suitable Board candidates is their capacity to contribute to the ongoing development of the Company having regard to the location and nature of the Company’s significant business interests and to the candidates’ age and experience by reference to the attributes of existing Board members. When a Board vacancy exists or where it is considered that the Board would benefit from the services of a new Director with particular skills, the Nomination Committee has responsibility for proposing candidates for consideration by the Board and, where appropriate, engages the services of external consultants. Prior to appointment, each Director is provided with a letter of appointment which encloses a copy of the Company’s Constitution and of the relevant policies. Additionally, the expectations of the Board in 2.3 Composition of the Board • the Board is to comprise  a minimum of five and a maximum of ten Directors (exclusive of the CEO);  • the Board should comprise a substantial majority of independent, non-executive Directors; • there should be a separation of the roles of Chairman and Chief Executive Officer of the Company; and  • the Chairman of the Board should be an independent, non-executive Director.  • a holding of 5% or more of the Company’s voting shares or a direct association with an entity that holds more than 5% of the Company’s voting shares; • an affiliation with an entity which accounts for 5% or more or the revenue or expense of the Company. 2.4 Nomination Committee 30 Annual Report 2004