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              [html]<thead><tr><td>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.</td><td>To ensure that the review of remuneration practices and strategies on which decision maling is based is objective and well founded, the Bemuneration Committee engages external remuneration consultants.</td><td>3 reviewing the structure, size and composition of the Board ; 3 from time to time assessing the extent to which the required slidis are represented on the Board and ensuring an appropriate</td></tr></thead><tbody><tr><td>PricewaterhouseCoopers was appointed as external auditor of the Company for the 2013 financial year.</td><td>The Birmuneration Committee supports and advises the Board in fulfilling its responsibilities to shareholders by : 3 ensuring shareholder and employee interest are aligned ;</td><td>succession planning is in place ;) establishing processes for the review of the performance of individual Directors and the Board as a whole, its committees and ley executives ; and</td></tr><tr><td>Risk Oversight and Management</td><td>are aligned ; 3 ensuring the Company is able to attract, develop and retain talented employees ;</td><td>3 establishing processes for the identification of suitable candidates for appointment to the Board.</td></tr><tr><td>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.</td><td>develop and retain talented employees ;) recommending to the Board, with the Managing Director, an appropriate executive remuneration policy ;</td><td>To ensure that the Board has an appropriate mix of allellis and experience, the Nomination Committee will consider men and women from community of the following have demonstrated high lewels of integrity and performance in improving pho</td></tr><tr><td>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. Brids.</td><td>3 determining the remuneration of Directors ; 3 having regard to the Company ’ s Diversity Policy, including issues relating to remunera tion by gender ;</td><td>3 reviewing and approving the remuneratis those reporting directly to the Managing Director and other senior executives, as appropriate ; and</td></tr><tr><td>the benefit of the Company. The Nomination Committee met once during the 2013 financial year.</td><td>3 regular internal management reporting ; 3 reporting at Board and Committee meet by relevant managers ;</td><td>3 reviewing all equity based plans for approval by the Board.</td></tr><tr><td>The Nomination Committee operates in accord - ance with a charter published in the “ Corporate Covernance ” section of the Company ’ s website.</td><td>3 site visits by the Board and senior management ;</td><td>The Bemuneration Committee operates in accordance with the Company ' s Remuneration Policy. The policy is designed so that it motivates senior executives to pursue the long - term</td></tr><tr><td>Ethical Standards and Code</td><td>X internal and external audits ; and X training, procedural manuals and</td><td>of Conduct</td></tr><tr><td>The Board has received assurance from the Managing Director and the Chief Financial Officer that the Bowency decision provided in according the Boarding and expertise the EPB ( in a founded on a sound system of the Management and internala</td><td>The Remuneration Committee met one time during the 2013 financial year.</td><td>The Board and the Company ' s employees are expected to maintain the highest level of corporate ethics and periorial behaviour. The Company has established a Code of Conduct which provides an ethical and legal</td></tr><tr><td>The Remuneration Committee operates in accordance with a charter published in the ‘ Corporate Governance ’ section of the Company ’ s website.</td><td>The Company has established a Code of Conduct which provides an ethical and legal framework for all employees in the conduct of its business. The Code of Conduct defines how the Company relates to its employees, share - holders and the commm</td><td>A summary of the Company ' s Risk Owersight and Management Policy is published in the " Corporate Covernance ' section of the Company ' s website.</td></tr><tr><td>Nomination Committee</td><td>The core values of the Code of Conduct are :</td><td>The members of the Nomination Committee as at the date of this Report are :</td></tr><tr><td>3 honesty and integrity ;</td><td>Remuneration Committee</td><td>3 Mr Ross Smyth - Kirk ( Chairman of Nomination Committee );</td></tr><tr><td>Offairness and respect ; and</td><td>The members of the Remuneration Committee as at the date of this Report are :</td><td>≥ Mr Peter McAleer ; and</td></tr><tr><td>The Code of Conduct provides clear directions on conducting business internationally, interacting with governments, communities, business on the context of a wide range of ethical and legal sources. The foods and social and legal sour</td><td>XMr Ross Smyth - Kirls ( Chairman of Remuneration Committee );</td><td>> Mr Craig Carracher.</td></tr><tr><td>Mr Peter McAleer ;</td><td>The role of the Nomination Committee supports and advises the Board in fulfilling its responsibility to ensure that it comprises individuals who are best able to discharge the responsibilities of the Directors, having regard to the law l</td><td>≥ 3 Mr Craig Carracher ; and</td></tr><tr><td>Outcomes and parameters</td><td>The Remuneration Committee ’ s role is to oversee the Company ’ s remuneration and compensation plans.</td><td>highest standards of governance, by : 3 assessing the slolls required on the Board ;</td></tr><tr><td>The Code of Conduct is published in the ‘ Corporate Covernance ’ section of the Company ’ s website.</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><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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