Board of Directors - Role and Responsibilities

In general the Board is responsible for, and has the authority to determine, all matters relating to policies, procedures & practices, management, safety performance and operations of the Company. The Board is also responsible for the overall corporate governance of the Company and recognises the need for the highest standards of behaviour and accountability in acting in the best interests of the Company as a whole.

The Board also ensures that the Company complies with all of its contractual, statutory and any other legal and regulatory obligations. The Board has the final responsibility for the successful operation of the Company. Where the Board considers that particular expertise or information is required which is not available from within the Board, appropriate external advice may be taken and reviewed prior to a final decision being made.

Without intending to limit the general role of the Board, the principal functions and responsibilities of the Board include the matters set out below, subject to delegation to the Managing Director and Senior Management as specified elsewhere in this Statement or as otherwise appropriate:

the formulation and approval of the strategic direction, objectives and goals of the Company;

the prudential control the Company's finances and operations, and monitoring the financial performance of the Company;

the resourcing, review and monitoring of the Managing Director;

ensuring that adequate internal control systems and procedures exist and that compliance with these systems and procedures is maintained;

the identification of significant business risks and ensuring that such risks are adequately managed;

ensuring the timeliness, accuracy and effectiveness of communications and reporting to shareholders and the market; and

the establishment and maintenance of appropriate ethical standards.

Senior Management - Role and Responsibilities

The role of Senior Management is to deliver the strategic direction and goals determined by the Board.

The Board has delegated to the Managing Director and through the Managing Director to other Senior Executives, responsibility for the day-to-day management of the Group, which includes:

management of the Group's operations and finances;

reporting to the Board on matters including the Group's safety performance, operations and financial performance;

recommending Group strategy, budgets, plans, policies and risk management systems to the Board; and

determining Group policies, other than those reserved for the Board.

Board Nominations

The Board will consider nominations for appointment or election of Directors that may arise from time to time, having regard to the skills and experience required by the Company (as detailed in the Board Skills Matrix referred to in Section 2.3 below) and procedures outlined in the Company's Constitution and the Corporations Act 2001 (Cth).

The Company undertakes appropriate checks before appointing a person or putting forward to shareholders a candidate for election as a Director. Candidates are assessed through interviews, meetings and background and reference checks (which may be conducted both by external consultants and by Directors) as appropriate.

The Company gives shareholders all material information in its possession relevant to the decision on whether or not to elect (or re-elect) a Director, either in the Notice of Meeting at which the election of the Director is to be held, or by including in the notice a clear reference to the location on the Company's website, Annual Report or other document lodged with ASX where the information can be found.

Terms of Appointment - Directors and Senior Executives

Each new Non-Executive Director will receive a letter formalising their appointment and outlining the material terms of their appointment. Non-Executive Directors of the Company have not been appointed for fixed terms.

Senior Executives will generally have written employment agreements with the Company setting out their duties, obligations and remuneration. The present Senior Executives are experienced company executives and are well aware of the requirements of their positions, including their roles and responsibilities and their duties as directors/officers of the Company. Their remuneration has been determined by the Board.

The remuneration paid/payable to the Company's 'key management personnel' (which includes Peter Bird and Mark Connors) is outlined within the Remuneration Report in the Company's latest Annual Report.

The Company's Constitution requires one third of the Directors (other than any Managing Director) or, if that is not a whole number, the whole number nearest to one third, to retire at each Annual General Meeting (AGM). The Director(s) who retire under this rule are those who have held office the longest since last being elected or appointed. If two or more Directors have been in office for the same period, those Directors may agree which of them will retire. A Director appointed by the Board since the last AGM and subject to retirement and re-election at the following AGM is also not taken into account in determining the number of Directors who must retire by rotation.

The initial appointment and last re-election dates of each current Director are listed below.

The Company Secretary