Annual Report 2004 35
12 ASX CORPORATE GOVERNANCE COUNCIL BEST PRACTICE RECOMMENDATIONS
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 reporting 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 co nduct 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 securities 10 Comply
by Directors, officers and employees.
3.3 Provide the information indicated in Guide to reporting 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 Company’s 
financial condition and operational results and are in accordance 
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 reporting 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.
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