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www.kingsgate.com.au
Corporate Governance Statement
The external auditor is requested to attend the 
Company’s Annual General Meeting and be 
available to answer shareholder questions about 
the conduct of the audit and the preparation 
and content of the Audit Report.
PricewaterhouseCoopers was appointed as 
external auditor of the Company for the 2013 
financial year.
Risk Oversight and Management
The Board, through the Audit Committee, is 
responsible for ensuring that there are adequate 
policies in place in relation to risk management, 
compliance and internal control systems.
Kingsgate has a systematic and structured risk 
oversight and management program that 
involves a detailed analysis of material risks to 
the business and operates at various levels 
underpinned by specific systems and procedures.
Risk monitoring, managing, mitigating and 
reporting is conducted regularly and includes 
the following:
〉〉 regular internal management reporting;
〉〉 reporting at Board and Committee meetings 
by relevant managers;
〉〉 site visits by the Board and senior 
management;
〉〉 internal and external audits; and
〉〉 training, procedural manuals and meetings.
The Board has received assurance from the 
Managing Director and the Chief Financial Officer 
that the solvency declaration provided in accord-
ance with section 295A of the Corporations Act 
2001 (Cth) is founded on a sound system of risk 
management and internal control and that the 
system is operating effectively in all material 
respects in relation to financial reporting risks.
A summary of the Company’s Risk Oversight and 
Management Policy is published in the ‘Corporate 
Governance’ section of the Company’s website.
Remuneration Committee 
The members of the Remuneration Committee 
as at the date of this Report are:
〉〉 Mr Ross Smyth-Kirk (Chairman of 
Remuneration Committee);
〉〉 Mr Peter McAleer; 
〉〉 Mr Craig Carracher; and
〉〉 Mr Peter Alexander.
The Remuneration Committee’s role is to oversee 
the Company’s remuneration and compensation 
plans.
To ensure that the review of remuneration 
practices and strategies on which decision 
making is based is objective and well founded, 
the Remuneration Committee engages external 
remuneration consultants.
The Remuneration Committee supports and 
advises the Board in fulfilling its responsibilities 
to shareholders by:
〉〉 ensuring shareholder and employee interests 
are aligned;
〉〉 ensuring the Company is able to attract, 
develop and retain talented employees;
〉〉 recommending to the Board, with the 
Managing Director, an appropriate executive 
remuneration policy;
〉〉 determining the remuneration of Directors;
〉〉 having regard to the Company’s Diversity 
Policy, including issues relating to remunera-
tion by gender;
〉〉 reviewing and approving the remuneration of 
those reporting directly to the Managing 
Director and other senior executives, as 
appropriate; and
〉〉 reviewing all equity based plans for approval 
by the Board.
The Remuneration Committee operates in 
accordance with the Company’s Remuneration 
Policy. The policy is designed so that it moti-
vates senior executives to pursue the long-term 
growth and success of the Company and demon-
strates a clear relationship between senior 
executives’ performance and remuneration.
The Remuneration Committee met one time 
during the 2013 financial year.
The Remuneration Committee operates in 
accordance with a charter published in the 
‘Corporate Governance’ section of the 
Company’s website.
Nomination Committee
The members of the Nomination Committee as 
at the date of this Report are:
〉〉 Mr Ross Smyth-Kirk (Chairman of 
Nomination Committee);
〉〉 Mr Peter McAleer; and
〉〉 Mr Craig Carracher.
The role of the Nomination Committee supports 
and advises the Board in fulfilling its responsi-
bility to ensure that it comprises individuals who 
are best able to discharge the responsibilities of 
the Directors, having regard to the law and the 
highest standards of governance, by: