34 Corporate Governance Statement Corporate Governance Statement Corporate Governance Practices Roles and Responsibilities of the Board Director Independence Composition of the Board www.kingsgate.com.au At each Annual General Meeting of the Company,  one third of the Directors (or the number nearest  one-third) must retire from office. In addition any  During the 2013 financial year there were five  Directors. Details of the Directors who held  office during the 2013 financial year, including  their qualifications, experience and the period  for which each Director has held office are set  out on page 48 of this Report. The roles of the Non-Executive Chairman and  the Managing Director / Chief Executive Officer  are exercised by different individuals. The Board may, in accordance with the  Company’s constitution, be comprised of a  minimum of three and a maximum of ten  Directors. Directors are deemed to be independent if they  are independent of management and have no  material business or other relationship with the  Company that could materially impede their  objectivity or the exercise of independent judge- ment or materially influence their ability to act in  the best interests of the Company. For the 2013 financial year, four of the Company’s  five Directors (including the Non-Executive  Chairman) were considered by the Board to be  independent throughout the year. Those Directors  were Mr Ross Smyth-Kirk, Mr Peter McAleer, Mr Craig Carracher and Mr Peter Alexander.  In assessing independence, the Board has regard  to whether any Director: The Board considers that independence from  management and non-alignment with other  interests or relationships with the Company is  essential for impartial decision making and  effective governance. In carrying out its duties the Board meets  formally at least nine times per year. Additional  meetings are held to address specific issues or  are held as the need arises. Directors also partici- pate in meetings of various Board committees.  In the financial year ending 30 June 2013, the  Board met eleven times and there were four  Committee meetings. Responsibility for the day-to-day management  of the Company is delegated to the Managing  Director and the senior executives. The Managing Director is not subject to retire- ment by rotation and along with any Director  appointed as an additional or casual Director, is  not to be taken into account in determining the  number of Directors required to retire by rotation. The Board has recognised the need for the  continual development of the Company’s  corporate governance policies and practices,  particularly in view of the Australian Securities  Exchange Corporate Governance Principles and  Recommendations with 2010 Amendments. The Board of Directors is accountable to share- holders for the proper and prudent investment  and preservation of shareholder funds. The Board is responsible for: other Director who has held office (without  re-election) for three years or more must also  retire from office. The Directors to retire at any  Annual General Meeting must be those who have  been in office the longest since their last election.  The retirement of Directors who were elected on  the same day, must be determined by lot (unless  they agree otherwise between themselves). A retiring Director is eligible for re-election. A Director appointed to fill a casual vacancy or  as an addition to the existing Directors will hold  office until the next Annual General Meeting at  which he or she may be re-elected. This statement provides an outline of the main  corporate governance policies and practices  that the Company had in place during the  financial year. The Board places considerable importance on  high standards of ethical behaviour, governance  and accountability. The Board is committed to  ensuring its corporate governance policies  adhere, as much as is practicable, to the ASX  Corporate Governance Council’s Corporate  Governance Principles and Recommendations. 〉 is a substantial shareholder of the Company  or an officer of, or otherwise associated  directly with, a substantial shareholder of the  Company; 〉 ensuring compliance with regulatory and  ethical standards; 〉 setting the Company’s direction, strategies  and financial objectives; 〉 reviewing, ratifying and monitoring systems  of risk management and internal control,  codes of conduct and legal compliance; 〉 providing input into and final approval of  management’s development of corporate  strategy and performance objectives; 〉 providing leadership of the Company within  a framework of prudent and effective  controls which enable risks to be assessed  and managed; 〉 overseeing the Company, including its  control and accountability systems; 〉 approving and monitoring the progress of  major capital expenditure, capital manage- ment and acquisitions and divestitures; 〉 approving and monitoring financial and other  reporting; 〉 appointing, terminating and reviewing the  performance of the Managing Director; 〉 ratifying the appointment and the termina- tion of senior executives; 〉 monitoring senior executives’ performance  and implementation of strategy; and 〉 ensuring appropriate resources are available  to senior executives.