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              [html]<thead><tr><td>respect to a proposed appointee to the life and the workings of controlled to conveyed in interviews with the Chairman and induction procedures include access to procedures to details of the bucliness of the compary.</td><td>Bisard, both specifically for problems and generally in relation to management succession planning for review by the Board. And therefore and substances of the Board. And Dental and therapy with AND ( STA ) AND ( STA ) AND ( STA ) AND ( STA ) ANT</td><td>the Company ' s remuneration ( intervention ) and therapy ( intervention, executive Direction remuneration and executive remuneration are and executive remuneration are and therefore and there in the problems and therefore and tools a</td><td>and Mr R Marding, The external and and substances of the BMSer (“ CFS ”), Manager – Financial Planning and Analysis attendances includes including thems, including them were 6 mentings held in 2004.6. 2 Role of the Audit</td></tr></thead><tbody><tr><td>The Chairman of the Board is the Chairman of the Nomination Committee. The current members of the Nomination Committee,</td><td>Information in respect to indemnity and insurance arrangements for Directors and senior executives appears in the</td><td>ofd = n = 400 mm of :</td><td>CommitteeThe primary objective of the Audit Committee is to assist the Board to fulfil its corporate</td></tr><tr><td>all of whom are independent non - executive Directors, are</td><td>Directors ’ Statutory Report on page 49 of this Annual Report.</td><td>• the Directors ; and</td><td>governance and oversight responsibilities related to</td></tr><tr><td>Mr S Gerlach ( Chairman ), Mr P C Barnett and Mr G W McGregor.</td><td>The Board Guidelines set out the circumstances and procedures</td><td>▪ the Specified Executives ; strain</td><td>financial accounting practices, external financial reporting, financial reporting, risk management and internal</td></tr><tr><td>3. REVIEW OF BOARD AND EXECUTIVE PERFORMANCE</td><td>pursuant to which a Director, in furtherance of his or her duties,</td><td>of this Annual Report. A1IntTr</td><td>control, and the internal and external audit function.</td></tr><tr><td>The Board Guidelines provide that :</td><td>may seek independent professional advice at the</td><td>The role of the Audit Committee ir</td><td>external audit function.</td></tr><tr><td>▪ non - executive Directors are to be appointed on the basis that their nomination for</td><td>Company ' s expense. Those procedures require prior</td><td>approved by the Board. This Charter was revised in August 2004 in line with contempora</td><td>Specifically, the role of the Audit Committee includes :</td></tr><tr><td>re - election as a Director is subject to review and support by the Board ;</td><td>by, the Chairman and assurances as to the qualifications and reasonableness of the fees of blue no</td><td>best practice, and can be found on the Company ’ s website. E. 1 Comnuclicon of thus liunib</td><td>policies of the Company to determine whether they are appropriate and in accordance</td></tr><tr><td>▪ there should be appropriate circumstances justifying re - election after a specified</td><td>normal circumstances, the provision of the expert ’ s advice to the Board.</td><td>CommitteeThe Committee is required to consist of no less than three</td><td>minuted scientificantions of scientifications ;</td></tr><tr><td>period of service as a Director ; and</td><td>Pursuant to a deed executed by</td><td>members and to meet at least three times per year. All</td><td>fairness is reflected in the preparation and publication</td></tr><tr><td>• the contribution of the Board and of individual. Directors is</td><td>a Director also has the right to have access to all documents</td><td>members must be independent, non - executive Directors and C</td><td>of ure contributing a rination of controls ;</td></tr><tr><td>the subject of formal review and discussion on a biennial.</td><td>which have been presented to meetings of the Board or to any</td><td>Ieast one member having past employment experience is</td><td>▪ meeting regularly with the internal and external auditors to reinforce their respective</td></tr><tr><td>and annual basis, respectively.</td><td>Committee of the Board or</td><td>finance and accounting, requisite</td><td>to reinforce their respective</td></tr><tr><td>As the biennial review of the Board and of its Committees was conducted by an independent consultant in 2003, no formal.</td><td>otherwise made available to the Director whilst in office. This right continues for a term of seven years after ceasing to be animalse was no suble wasness</td><td>professional certification in accounting or other comparable experience or background. The Chairman of the Board is</td><td>independence and to determine the appropriateness of internal and external audit procedures ;</td></tr><tr><td>performance appraisal of the Board was conducted in 2004.</td><td>is necessary to determine</td><td>precluded from being the Chairman of the Audit</td><td>• reviewing the performance of the internal and external.</td></tr><tr><td>Performance evaluation of key executives is undertaken on a</td><td>commenced during that term. mmussissions</td><td>The current</td><td>auditors and providing them with confidential access to</td></tr><tr><td>quarterly and annual basis by the CE0 and summarised in presentation to the</td><td>5. REMUNERATI0N The role, responsibi</td><td>Audit Committee, all of whom are independent non - executive Directors, are : Mr G W McGregg</td><td>Board ;</td></tr><tr><td>the CEO and summarised in presentation to the Remuneration Committee of the</td><td>The role, responsibilities and composition of the Remuneration Committee and details of</td><td>are independent non - executive Directors, are : Mr G W McGregor ( Chairman ), Professor 3 Sloan</td><td>▪ receiving from the external auditors a formal written statement delineating all</td></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr><tr></tr></tbody>
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