Annual Report 200430
of, non-executive, independent
Directors, except for the
Environmental and Safety
Committee, which includes 
the CEO as a member. 
The Board Guidelines prescribe
that the Board is to meet at
least eight times a year,
including a strategy meeting of
two days duration. The number
of meetings of the Board and of
each of its Committees and the
names of attendees at those
meetings are set out on page 47
of this Annual Report. Board
Meetings are structured in two
separate sessions, without
management present for one of
those sessions. The agenda for
meetings is prepared by the
Company Secretary in
conjunction with the Chairman
and CEO, with periodic input
from the Board. Comprehensive
Board papers are distributed to
Directors in advance of
scheduled meetings. Board
meetings take place both at the
Company’s head office and at key
operating sites, to assist the
Board in its understanding of
operational issues.
Executive management attend
Board and Committee meetings,
at which they report to Directors
within their respective areas of
responsibility. This assists the
Board in maintaining its
understanding of the Company’s
business and assessing the
executive management team.
Where appropriate, advisors to
the Company attend meetings of
the Board and of its Committees.
2.3 Composition of the Board
The composition of the Board is
determined in accordance with
the Company’s Constitution and
the Board Guidelines which,
among other things, require that: 
• the Board is to comprise 
a minimum of five and a
maximum of ten Directors
(exclusive of the CEO); 
• the Board should comprise a
substantial majority of
independent, non-executive
Directors;
• there should be a separation
of the roles of Chairman and
Chief Executive Officer of the
Company; and 
• the Chairman of the Board
should be an independent,
non-executive Director. 
Under the Company’s
Constitution approximately one-
third of Directors retire by
rotation each year and Directors
appointed during the year are
required to submit themselves
for election by shareholders at
the Company’s next Annual
General Meeting. The Board
Guidelines encourage Directors to
retire at the first Annual General
Meeting after reaching the age
of 72 years and not seek re-
appointment.
Currently, the Board comprises
eight non-executive Directors
and one executive Director. The
Board has adopted the definition
set out in the ASX Best Practice
Recommendations and as defined
in the 2002 guidelines of the
Investment and Financial
Services Association Limited and
considers all current non-
executive Directors, including the
Chairman, to be independent
directors.
Generally, the Board considers a
Director to be independent if he
or she is not a member of
management and is free of any
business or other relationship
that could materially interfere
with, or could reasonably be
perceived to materially interfere
with, the Director’s ability to 
act in the best interests of the
Company. The Board will assess
the materiality of any given
relationship that may affect
independence on a case by case
basis and has adopted
materiality guidelines to assist in
that assessment. Under these
guidelines, the following
interests are regarded as material
in the absence of any mitigating
factors:
• a holding of 5% or more of
the Company’s voting shares or
a direct association with an
entity that holds more than
5% of the Company’s voting
shares;
• an affiliation with an entity
which accounts for 5% or more
or the revenue or expense of
the Company.
The Board has determined that
there should not be any arbitrary
length of tenure that should be
considered to materially interfere
with a Director’s ability to act in
the best interests of the
Company, as it believes this
assessment must be made on a
case by case basis with reference
to the length of service of all
members of the Board.
Each Director’s independence is
assessed by the Board on an
individual basis, with reference
to the above materiality