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Details of these directors, including their skills, experience and terms of office are set out in the Company's annual report.

 

The Board has adopted a materiality threshold relating to a director's current or former association with a supplier, professional adviser or consultant to the Company. From the Company's viewpoint, material is more than 5% of the Company's total consolidated expenses for the relevant financial year.  From the director's viewpoint when assessing an association, material is more than 5% of the total revenue of the supplier, adviser or consultant as the case may be.

 

The substantial shareholder associated with Mr Warburton owns between 5% and 10% of the shares of the Company.  The Board does not consider that this will hinder his independent decision making.

 

The Board considers the make-up of the Board is appropriate given the Company's size and operations.  The effectiveness of the Board is achieved through knowledge and experience specific to the business and the industry in which it operates.

 

The Board has also adopted procedures intended to ensure that independent decision making occurs.  All directors are entitled to seek independent professional advice, at the Company's cost, in carrying out their duties, subject to the chairperson's prior approval of the expenditure, which will not be unreasonably withheld.  Further, in accordance with the Corporations Act 2001 (Cth) and policies adopted each member of the Board is required to keep the Board advised on an ongoing basis of any potential conflict of interest which may exist with the Company. If a conflict does exist, the director concerned must absent themselves from any Board discussion in relation to the relevant item and not vote upon such an item.  Non-executive directors are also encouraged to confer on a needs basis without management in attendance.

Recommendation 2.3: The roles of the chairperson and chief executive officer should not be exercised by the same individual.

The role of the Company's chairperson has been fulfilled by Neil Warburton, Brett Young holds the position of chief operating officer as well Company Secretary. The division of responsibility between the Company's chairperson and its chief executive officer is set out in the Statement of Board's Role, Functions and Responsibilities referred to in relation to best practice recommendation 1.

Recommendation 2.4: The board should establish a nomination committee.

The Board has not established a nomination committee as, due to the Company's size and its operations, the Board considers a separately established committee is not warranted and its functions and responsibilities can be adequately and efficiently discharged by the Board as a whole. The Board assesses the experience, knowledge and expertise of potential directors before any appointment is made and adheres to the principle of establishing a board comprising directors with a blend of skills, experience and attributes appropriate to the Company and its business. The main criterion for the appointment of directors is an ability to add value to the Company and its business. All directors appointed by the Board are subject to election by shareholders at the following annual general meeting of the Company.

Recommendation 2.5: Provide the information indicated in the ASX Corporate Governance Council's Guide to Reporting on Principle 2.