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-
ment by rotation and along with any Director 
appointed as an additional or casual Director, is 
not to be taken into account in determining the 
number of Directors required to retire by rotation.
Director Independence
The Board considers that independence from 
management and non-alignment with other 
interests or relationships with the Company is 
essential for impartial decision making and 
effective governance.
Directors are deemed to be independent if they 
are independent of management and have no 
material business or other relationship with the 
Company that could materially impede their 
objectivity or the exercise of independent judge-
ment or materially influence their ability to act in 
the best interests of the Company.
For the 2013 financial year, four of the Company’s 
five Directors (including the Non-Executive 
Chairman) were considered by the Board to be 
independent throughout the year. Those Directors 
were Mr Ross Smyth-Kirk, Mr Peter McAleer,  
Mr Craig Carracher and Mr Peter Alexander. 
In assessing independence, the Board has regard 
to whether any Director:
〉〉 is a substantial shareholder of the Company 
or an officer of, or otherwise associated 
directly with, a substantial shareholder of the 
Company;
Corporate Governance  
Statement
Corporate Governance Statement