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www.kingsgate.com.au
Corporate Governance Practices
This statement provides an outline of the main 
corporate governance policies and practices 
that the Company had in place during the 
financial year.
The Board places considerable importance on 
high standards of ethical behaviour, governance 
and accountability. The Board is committed to 
ensuring its corporate governance policies 
adhere, as much as is practicable, to the ASX 
Corporate Governance Council’s Corporate 
Governance Principles and Recommendations.
The Board has recognised the need for the 
continual development of the Company’s 
corporate governance policies and practices, 
particularly in view of the Australian Securities 
Exchange Corporate Governance Principles and 
Recommendations with 2010 Amendments.
Roles and Responsibilities  
of the Board
The Board of Directors is accountable to share-
holders for the proper and prudent investment 
and preservation of shareholder funds.
The Board is responsible for:
〉〉 overseeing the Company, including its 
control and accountability systems;
〉〉 providing leadership of the Company within 
a framework of prudent and effective 
controls which enable risks to be assessed 
and managed;
〉〉 providing input into and final approval of 
management’s development of corporate 
strategy and performance objectives;
〉〉 reviewing, ratifying and monitoring systems 
of risk management and internal control, 
codes of conduct and legal compliance;
〉〉 setting the Company’s direction, strategies 
and financial objectives;
〉〉 ensuring compliance with regulatory and 
ethical standards;
〉〉 approving and monitoring the progress of 
major capital expenditure, capital manage-
ment and acquisitions and divestitures;
〉〉 approving and monitoring financial and other 
reporting;
〉〉 appointing, terminating and reviewing the 
performance of the Managing Director;
〉〉 ratifying the appointment and the termina -
tion of senior executives;
〉〉 monitoring senior executives’ performance 
and implementation of strategy; and
〉〉 ensuring appropriate resources are available 
to senior executives.
Responsibility for the day-to-day management 
of the Company is delegated to the Managing 
Director and the senior executives.
In carrying out its duties the Board meets 
formally at least nine times per year. Additional 
meetings are held to address specific issues or 
are held as the need arises. Directors also partici-
pate in meetings of various Board committees. 
In the financial year ending 30 June 2013, the 
Board met eleven times and there were four 
Committee meetings.
Composition of the Board
The Board may, in accordance with the 
Company’s constitution, be comprised of a 
minimum of three and a maximum of ten 
Directors.
The roles of the Non-Executive Chairman and 
the Managing Director / Chief Executive Officer 
are exercised by different individuals.
During the 2013 financial year there were five 
Directors. Details of the Directors who held 
office during the 2013 financial year, including 
their qualifications, experience and the period 
for which each Director has held office are set 
out on page 48 of this Report.
At each Annual General Meeting of the Company, 
one third of the Directors (or the number nearest 
one-third) must retire from office. In addition any 
other Director who has held office (without 
re-election) for three years or more must also 
retire from office. The Directors to retire at any 
Annual General Meeting must be those who have 
been in office the longest since their last election. 
The retirement of Directors who were elected on 
the same day, must be determined by lot (unless 
they agree otherwise between themselves).  
A retiring Director is eligible for re-election.
A Director appointed to fill a casual vacancy or 
as an addition to the existing Directors will hold 
office until the next Annual General Meeting at 
which he or she may be re-elected.
The Managing Director is not subject to retire-