35
〉〉 is employed, or has previously been 
employed in an executive capacity by the 
Company, and there has not been a period of 
at least three years between ceasing such 
employment and serving on the Board;
〉〉 has within the last three years been a prin-
cipal of a material professional adviser or a 
material consultant to the Company, or an 
employee materially associated with the 
above mentioned adviser / consultant;
〉〉 is a material supplier or customer of the 
Company, or an officer of or otherwise 
associated directly or indirectly with a  
material supplier or customer; and
〉〉 has a material contractual relationship with 
the Company other than as a Director.
The concept of ‘materiality’ is considered from 
both the Company and the individual Director 
perspective. The determination of materiality 
requires consideration of both quantitative and 
qualitative elements. An item is presumed to be 
quantitatively immaterial if it is equal or less 
than 5% of the appropriate base amount. It is 
presumed to be material (unless there is qualita-
tive evidence to the contrary) if it is equal to or 
greater than 10% of the appropriate base 
amount. Qualitative factors considered include 
whether a relationship is strategically impor-
tant, the competitive landscape, the nature of 
the relationship and the contractual or other 
arrange ments governing it and other factors.
Appointment of Directors
Nominations of new Directors, recommended by 
the Nomination Committee, are considered by 
the full Board.
The Nomination Committee employs external 
consultants to access a wide base of potential 
Directors, considering their range of skills and 
experience required in light of the:
〉〉 current composition of the Board;
〉〉 need for independence;
〉〉 the Company’s Diversity Policy;
〉〉 strategic direction and progress of the 
Company; and
〉〉 nature of the Company’s business.
The Board assesses nominated Directors against 
a range of criteria including experience, profes-
sional expertise, personal qualities, potential 
conflicts of interest and their capacity to 
commit themselves to the Board’s activities.
Performance Review of the 
Board and Senior Executives
Each year the Board receives reports from 
management detailing interactions with and 
outlining the expressed views of the Company’s 
shareholders. The Nomination Committee is 
responsible for evaluation of the Board, its 
committees and its key executives.
Performance evaluations of the Board, its 
committees, the individual Directors and key 
executives were undertaken in the 2013 finan-
cial year in accordance with the above 
processes.
The Managing Director undertakes an annual 
review of the performance of each Senior 
Executive against individual tasks and 
objectives.
Independent Professional Advice
Directors are able to access members of the 
management team at any time to request rele-
vant information.
It is also Board policy that Directors may seek 
independent advice at the Company’s expense.
Board Committees
To assist the Board in fulfilling its responsibili-
ties, the Board has established three commit-
tees to consider certain issues and functions. 
These committees are as follows:
〉〉 Audit Committee;
〉〉 Remuneration Committee; and
〉〉 Nomination Committee.
Each committee operates under its own charter.
Audit Committee
The members of the Audit Committee as at the 
date of this Report are:
〉〉 Mr Craig Carracher (Chairman of Audit 
Committee);
〉〉 Mr Ross Smyth-Kirk; and
〉〉 Mr Peter McAleer. 
The Committee has appropriate financial exper-
tise. All members of the Committee are financially 
literate and have an appropriate under standing of 
the industry in which the Company operates.
The Audit Committee’s role is to assist the Board 
to fulfil its responsibilities associated with the 
Company’s accounts, its external financial 
reporting, its internal control structure, risk 
management systems and audit function. The 
primary functions of the Audit Committee are to: