Responsibilities of management include – • Implement the corporate strategy set by the Board;  • Achieve the performance targets set by the Board;  • Develop, implement and manage risk management and internal control frameworks;  • Develop, implement and update policies and procedures;  • Provide sufficient, relevant and timely information to the Board to enable the Board to effectively discharge its  responsibilities; and  • Manage human, physical and financial resources to achieve the Company’s objectives – in other words to run the day  to day business in an effective way.  • The constitution of Sundance specifies that there must be a minimum of three directors and a maximum of ten. The  Board may determine the size of the Board within those limits;  • It is the intention of the Board that its membership consists of a majority of independent directors who satisfy the  criteria recommended by the ASX best practice corporate governance requirements, though it is recognized that this  intention may be impractical to implement given the size and scope of the Company’s business; • The Chairman of the Board should be an independent director who satisfies the criteria for independence  recommended by the ASX best practice corporate governance requirements; and  • The Board should, collectively, have the appropriate level of personal qualities, skills, experience, and time  commitment to properly fulfil its responsibilities or have ready access to such skills where they are not available.  Sundance’s Chairman, with Non-Executive Director input, is responsible for providing feedback to the MD on his performance  assessed against the responsibilities mentioned above. The MD, with Chairman and Non-Executive Directors input, is responsible  for providing feedback to senior executives and assessing their performance against the responsibilities mentioned above. During fiscal year 2014, an annual performance evaluation of senior executives was completed in line with the Company’s  incentive compensation policy as well as periodic one on one discussions carried out by the MD. Appropriate induction  procedures are in place to allow new senior executives to participate fully and actively in management decision making at the  earliest opportunity. The composition and operation of the Board is determined in accordance with the following requirements:  Sundance’s Board of Directors currently consists of one Managing Director based in the US, three Non-Executive Directors based  in Australia, and one Non-Executive Director based in the US. All of the Directors are shareholders of the Company. At all times  during the fiscal year 2014, all four of the Non-Executive Directors were independent. Sundance considers an independent  director to be a non-executive director who is not a member of management and who is free of any business or other relationship  that could materially interfere with, or could reasonably be perceived to materially interfere with, the independent exercise of  their judgement. Sundance believes that its current Board composition is appropriate at this time in the Company’s evolution.  Sundance will continue to address the appropriate structure and composition of the Board over time. The composition of the Board at the date of this report is:  M D Hannell  E McCrady  N Martin  D Hannes  W Holcombe  Chairman, Independent Non-Executive Director  Managing Director and Chief Executive Officer  Independent Non-Executive Director  Independent Non-Executive Director  Independent Non-Executive Director  Directors can have access, in appropriate circumstances, to independent professional advice at the Company’s expense. It is the  continuing practice for the four Non-Executive Directors to confer from time to time without the Executive Director being  present.  - 48 -  2.1 Board Composition and Independence $^{ }$Principle 2: Structure the Board to Add Value  1.2 Management Performance