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DIRECTORYDIRECTORS SECRETARY REGISTERED
AND ADMINISTRATION OFFICE PO Box 956,
Crows Nest NSW 1585 Australia Email: pts@platsearch.com.au SHARE
REGISTRY AUDITORS BANKERS STOCK
EXCHANGE LISTING SHARE
CAPITAL |
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| GOVERNANCE The Board of directors of PlatSearch NL is responsible for corporate governance and strives for high standards in this regard. The Board monitors the business and affairs of PlatSearch on behalf of the shareholders by whom they are elected and to whom they are accountable. The Board draws on relevant best practice principles particularly those issued by the ASX Corporate Governance Council in March 2003. At its September 2004 meeting the Board examined the PlatSearch corporate governance practices and the progress towards a review of its practice compared to the best practice principles proposed by the ASX Corporate Governance Council. While PlatSearch will attempt to adhere to the principles proposed by ASX, it is mindful that there may be some instances where compliance is not practicable for a company of PlatSearch's size. There is an audit committee of the Board of directors (refer to page 33). The audit committee reports to the Board after each committee meeting. In conjunction with the full Board, the committee reviews the performance of the external auditors (including scope and quality of the audit). There being four directors of the Company, all other matters to be dealt with are considered by the full Board of directors. The following formalises the main corporate governance practices established to ensure the Board is well equipped to discharge its responsibilities. Composition of the BoardThe composition of the Board shall be determined in accordance with the following principles and guidelines: i) The Board shall comprise at least three directors, increasing where additional expertise is considered desirable in certain areas. The Board reviews its composition on an annual basis to ensure that the Board has the appropriate mix of expertise and experience. Where a vacancy exists, or where it is considered that the Board would benefit from the services of a new director with particular skills, the Board will select appropriate candidates with relevant qualifications, skills and experience. The performance of all directors will be reviewed and discussed by the Board each year. Directors whose performance is unsatisfactory will be asked to retire. Remuneration and Independent Professional Advice During its annual budget review, the Board reviews the remuneration packages and policies applicable to the Executive Directors, executives and Non-Executive Directors. Remuneration levels, including participation in the Companys Share Option Scheme, are set to provide reasonable compensation in line with the Companys limited financial resources. Each director will have the right to seek independent professional advice at the Companys expense. However, prior approval by the Chairman will be required, which will not be unreasonably withheld. Business Risk The Board will monitor and receive advice on areas of operational and financial risk and consider strategies for appropriate risk management arrangements. Specific areas of risk have been identified and are regularly considered at Board Meetings. They include funding of and performance of exploration activities, human resources, progress with joint ventures, relationships with government and landowners, the effect of any Native Title claims on exploration work, the environment and continuous disclosure obligations. Ethical Standards The Boards policy is for the Directors and management to conduct themselves with the highest ethical standards. All directors and employees will be expected to act with integrity and objectivity, striving at all times to enhance the reputation and performance of the Company. Securities Trading and Trading Windows Directors, employees and key consultants must consult with the Chairman of the Board or the Managing Director before dealing in shares of the Company. Purchases or sales in the Companys shares by directors, employees and key consultants may not be carried out other than in the "window", being the period commencing two days and ending 30 days following the date of announcement of the Companys annual or half yearly results or a major announcement leading, in the opinion of the Board, to an informed market. However, directors, employees and key consultants are prohibited from buying or selling PlatSearch shares at any time if they are aware of price sensitive information that has not been made public.
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SHAREHOLDER INFORMATION
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Last updated
16 Nov 2006
© 2004 PlatSearch NL ACN 003
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