12 ASX CORPORATE GOVERNANCE COUNCIL BEST PRACTICE RECOMMENDA TIONS Annual Report 2004 35 ASX Principle Reference Compliance Principle 1: Lay solid foundations for management and oversight 1.1 Formalise and disclose the functions reserved to the Board  2.1 Comply and those delegated to management. Principle 2: Structure to the board to add value 2.1 A majority of the Board should be independent Directors. 2.3 Comply 2.2 The chairperson should be an independent Director. 2.3 Comply 2.3 The roles of chairperson and chief executive officer should  2.3 Comply not be exercised by the same individual. 2.4 The Board should establish a Nomination Committee. 2.2; 2.4 Comply 2.5 Provide the information indicated in guide to reportin on Principle 2. 2.3; 2.4; 4; 5; 7; Details of Board  Comply Member’s Experience page 41;  Details of Directors’ Meetings,  Item 1 of the Directors’ Statutory  Report page 47. Principle 3: Promote ethical and responsible decision-making 3.1 Establish a code of conduct to guide the Directors,  9 Comply the chief executive officer (or equivalent),  the chief financial officer (or equivalent)  and any other key executives as to: 3.1.1 the practices necessary to maintain confidence  in the Company’s integrity; and 3.1.2 the responsibility and accountability of individuals  for reporting and investigating reports of unethical practices . 3.2 Disclose the policy concerning trading in Company securiti es  10 Comply by Directors, officers and employees. 3.3 Provide the information indicated in Guide to reportin on Principle 3. 9, 10 Comply Principle 4: Safeguard integrity in financial reporting 4.1 Require the chief executive officer (or equivalent) and the  6.2 Comply chief financial officer (or equivalent) to state in writing  to the Board that the Company’s financial reports present  a true and fair view, in all material respects, of the Compan y’s  financial condition and operational results and are in accord ance  with relevant accounting standards. 4.2 The Board should establish an Audit Committee. 6 Comply 4.3 Structure the Audit Committee so that it consists of: 6.1 Comply • only non-executive Directors; • a majority of independent Directors; • an independent chairperson, who is not chairperson  of the Board; and • at least three members. 4.4 The Audit Committee should have a formal charter. 6.3 Comply 4.5 Provide the information indicated in Guide to reportin on Principle 4. 6.1; Annual Report pages 31 to 32  Comply and 41; Item 1 of the Directors’ Statutory Report page 47; Directors’ Declaration page 88.