Composition of the Board

The Board must have at least three directors and not more than five directors, which number may be increased or reduced by the shareholders where considered appropriate. The Board includes three non-executive directors. The Board identifies suitable candidates to fill vacancies as they arise.

The Nomination Committee oversees the selection and appointment process for directors. The Committee annually reviews the composition of the Board and makes recommendations on the appropriate skill mix, personal qualities, expertise and diversity required. Where a vacancy exists the Committee develops selection criteria and generates a list of potential candidates, for review, determination of an order of preference and ultimate selection by the Board.

The terms and conditions of the appointment and retirement of non-executive Directors are set out in a letter of appointment. The Nomination Committee is responsible for the performance review of the Board and its Committees. Individual Directors are subject to continuous review by the Chairman. Directors whose performance is unsatisfactory are asked to retire.

No Directors other than the Chief Executive Officer shall hold office for a period in excess of three years or until the third AGM following their appointment without submitting their self for re-election.

In addition, the performance of service providers (JP Morgan, White Outsourcing Pty Ltd and White Funds Management Pty Ltd) is the subject of continuous oversight by the Chairman and the Board as a whole.