Annual Report 2004 31
respect to a proposed appointee
to the Board and the workings of
the Board and its Committees are
conveyed in interviews with the
Chairman and induction
procedures include access to
appropriate executives in relation
to details of the business of the
Company. 
The Chairman of the Board is 
the Chairman of the Nomination
Committee. The current members
of the Nomination Committee, 
all of whom are independent
non-executive Directors, are 
Mr S Gerlach (Chairman), Mr P C
Barnett and Mr G W McGregor. 
3. REVIEW OF BOARD AND
EXECUTIVE PERFORMANCE
The Board Guidelines provide
that:
• non-executive Directors are 
to be appointed on the basis
that their nomination for 
re-election as a Director is
subject to review and support
by the Board; 
• there should be appropriate
circumstances justifying re-
election after a specified
period of service as a Director;
and 
• the contribution of the Board
and of individual Directors is
the subject of formal review
and discussion on a biennial
and annual basis, respectively. 
As the biennial review of the
Board and of its Committees was
conducted by an independent
consultant in 2003, no formal
performance appraisal of the
Board was conducted in 2004. 
Performance evaluation of key
executives is undertaken on a
quarterly and annual basis by 
the CEO and summarised in
presentation to the
Remuneration Committee of the
Board, both specifically for
determination of remuneration
and generally in relation to
management succession planning
for review by the Board.
4. INDEMNITY, ACCESS TO
INFORMATION AND
INDEPENDENT PROFESSIONAL
ADVICE 
Information in respect to
indemnity and insurance
arrangements for Directors and
senior executives appears in the
Directors’ Statutory Report on
page 49 of this Annual Report. 
The Board Guidelines set out the
circumstances and procedures
pursuant to which a Director, in
furtherance of his or her duties,
may seek independent
professional advice at the
Company’s expense. Those
procedures require prior
consultation with, and approval
by, the Chairman and assurances
as to the qualifications and
reasonableness of the fees of 
the relevant expert and, under
normal circumstances, the
provision of the expert’s advice
to the Board.
Pursuant to a deed executed by
the Company and each Director,
a Director also has the right to
have access to all documents
which have been presented to
meetings of the Board or to any
Committee of the Board or
otherwise made available to the
Director whilst in office. This
right continues for a term of
seven years after ceasing to be a
Director or such longer period as
is necessary to determine
relevant legal proceedings that
commenced during that term.
5. REMUNERATION
The role, responsibilities and
composition of the Remuneration
Committee and details of 
the Company’s remuneration
objectives and principles, non-
executive Director remuneration
and executive remuneration are
set out on pages 37 to 40 of this
Annual Report in the Directors’
and Executives’ Remuneration
section, as well as in the
Directors’ Statutory Report 
and in Notes 18 and 26 of 
the Financial Statements.
Details of the nature and amount
of the remuneration of:
• the Directors; and 
• the Specified Executives; 
are set out on pages 37 to 40 
of this Annual Report.
6. AUDIT COMMITTEE
The role of the Audit Committee
is documented in a Charter,
approved by the Board. This
Charter was revised in August
2004 in line with contemporary
best practice, and can be found
on the Company’s website.
6.1 Composition of the Audit
Committee
The Committee is required to
consist of no less than three
members and to meet at least
three times per year. All
members must be independent,
non-executive Directors and
financially literate, with at 
least one member having past
employment experience in
finance and accounting, requisite
professional certification in
accounting or other comparable
experience or background. 
The Chairman of the Board is
precluded from being the