Australian Mines

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Principle 1: Lay Solid Foundations for Management and Oversight

"Recognise and publish the respective roles and responsibilities of the board and management"

Recommendation 1.1: Formalise and disclose the functions reserved to the board and those delegated to management.

The Board has adopted a formal statement of its roles, functions and responsibilities.

The Board's primary role is the optimisation of Company performance and protection and enhancement of shareholder value. Its functions and responsibilities include:

setting policy and strategic direction and adopting a corporate strategy;
monitoring Company and management's performance against this strategy;
overseeing control and accountability systems;
identifying the principal risks and opportunities of the Company's business;
ensuring appropriate risk management systems are established and reviewed;
approving and monitoring financial reporting, capital management and compliance;
appointing senior management, monitoring senior management's conduct and performance and overseeing remuneration, development and succession;
adopting procedures to ensure the business of the Company is conducted in an honest, open and ethical manner consistent with Company values;
approving all significant business transactions;
ensuring the Company meets its continuous disclosure obligations and that its shareholders have available all information reasonably required to make informed assessments of the Company's prospects;
overseeing the Company's commitment to sustainable development, the environment, health and safety of employees, contractors, customers and the community;
ensuring that the Board remains appropriately skilled to meet Company needs;
reviewing and approving corporate governance systems; and
delegating authority to management where appropriate.

This statement is included on the Company's website, and is to be reviewed annually to ensure it remains appropriate to the needs of the Company given its size, complexity and ownership structure and the skills of directors and managers.

The Board is also governed by the Company's Constitution and its various policies, as described elsewhere in this Statement.

A strategic balance is maintained between the responsibilities of the Board, chief executive officer, the Company's chief operating officer ("COO").

The chief executive officer/Chief Operating Officer is accountable to the Board for management of the Company and its subsidiaries within authority levels reviewed and approved by the Board each year, has authority to approve capital expenditure within predetermined limits set out by the Board and is subject to the supervision of the Board. Material strategic and policy decisions are made by the Board.

The chief executive officer/chief operating officer (who is also Company Secretary) is responsible for maintaining financial control across the Company and its subsidiaries. This includes management reporting to the Board, statutory accounting, auditing, taxation and insurance. Financial performance is monitored against financial control guidelines.

The Board adopted its formal statement and its various policies in June 2005.

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