Apart from the foregoing there is no published Board Charter. A letter of appointment has been entered into between each Director and the Company. The Managing Director's performance is evaluated each year by the Board essentially against the exploration results and budget outcomes for the past year.  The Managing Director's performance was evaluated on this basis during the year. 

Given the size of the Company, there is no induction procedure for senior executives. 


Principle 2:  Structure the board to add value

It is recommended by the Principles that the majority of the Board should be independent Directors. Two Directors (Messrs Gaskell and Lonergan) are considered to be independent Directors.  The Managing Director fulfils the role of Chief Executive Officer.  The skills and experience of each Director and his period in office are set out on page 7 of the Annual Report 2009.   
 
The letter of appointment for each Director confers the right to seek independent legal advice at the Companys expense, subject to prior agreement of the other Directors which will not be unreasonably refused.

The independent Directors meet from time to time to discuss issues relating the Company without management being present.  There is currently no formal Chairman, however either of the independent Directors acts as Chairman as required.

The Board has not established a Nominations Committee as it considers that there is no current need for such Committee.  Consequently, there are no procedures for the selection and appointment of new directors.  Should a Board vacancy arise, the Board as a whole will meet to decide on an appointee.

The Board has free and unfettered access to the executives in the Company and to the Company Secretary.   The term of office held by each Director as at the date of this report is as follows:

                      Date of appointment                  Retire by rotation:
Mr Carman    18 November 2002                    (Not required to retire)
Mr Gaskell     07 November 2002                     2009 AGM
Mr Lonergan  07 November 2002                    2010 AGM

The period for which each of these Directors has held office is disclosed elsewhere in this Annual Report. The Board as a whole has considered its performance during the year and has (relevant Directors excepted) reviewed the performance of individual Directors, with particular regard to meeting attendance, contributions and participation in strategy and development. 


The Company Secretary monitors Board policy and provides assurance  that statutory procedures are followed.  The Company Secretary coordinates timely completion and dispatch of board agenda and papers.  The Company Secretary is appointed and removed by the Board. 

New employees are inducted into the Company Codes of Conduct and procedures on commencement of employment.  The Company follows a procedure to ensure regular education of employees occurs in their sphere of expertise, monitored by the CEO. This may include regular attendance to conferences, education classes, mine sites, etc. 

Principle 3:  Promote ethical and responsible decision-making

The Company has adopted a Code of Conduct and a policy on Trading in the Companys Securities and other governance policies which are available on the Companys web site. 

Principle 4:  Safeguard integrity in financial reporting

The Board has adopted a policy requiring the Managing Director to state in writing to the Board that the Companys financial reports present a true and fair view, in all material respects, of the Companys financial condition and operational results are in accordance with relevant accounting standards. In addition, standard audit procedures require management to provide a Management Representation Letter relating to these matters. The Board has established a practice of meeting periodically with the Companys Auditors, without management being present, to enable the auditors to freely express any concerns in this area. 

The Company has established an Audit Committee comprising two independent Directors being John Gaskell (Chairman) and Stephen Lonergan, whose qualifications are set out on page 7 of the Annual Report 2009. The Audit Committee has met twice during the year. 

The formal charter of the Audit Committee is to give assurance to the Board that all financial statements and reports to be adopted by the Board are consistent with all applicable reporting requirements and are, in all respects, accurate and not misleading. Additionally, the Audit Committee is the mechanism through which the Companys Auditors will interface with the Board.

The Company's auditor is PKF which has a policy of rotating the audit Partner each five years. 

Principle 5:  Make timely and balanced disclosure

The Company has adopted a formal Continuous Disclosure Policy and this is available on the Companys website.

Principle 6:  Respect the rights of shareholders

The Company maintains a website to facilitate shareholder communication and participation, including an email service.  No formal communications policy has been adopted. The Companys auditor attends the Annual General Meeting and is available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditors report.

Principle 7:  Recognise and manage risk

Risk faced by the Company is a standing agenda item for Board meetings. The suite of risks faced by the Company as a mining exploration entity are comparatively limited and for this reason a formal risk management policy has not yet been adopted. The Board actively discusses specific risks, and puts in place provisions to deal with these risks.  An example is that the Company has addressed the risk of being exposed to fraud, and adapted its banking procedures to minimise exposure to this risk.  The Company has also put in place insurance to cover this risk.

 The Board has adopted a requirement that the Managing Director should state to the Board in writing that:
- the statement given in accordance with best practice recommendation 4.1 (the integrity of financial statements) is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board, and;
- the Companys risk management and internal compliance and control system is operating efficiently and effectively in all material respects.
 
It should be noted that the Company does not maintain a Risk Management Committee because of the simplicity of its operations solely as a mining exploration entity. This function remains with the Board.

Principle 8:  Remunerate Fairly and Responsibly

Given the small size of the Board and that there are only two employees, the Board has not established a Remuneration Committee but remuneration issues are considered by the Board as a whole. There is a clear distinction in the remuneration of the non executive Directors and that of Management. The Company complies with the guidelines in the Principles for non executive Director remuneration. 

The Company does not maintain any equity-based remuneration scheme other than an employee option scheme. 

The main remuneration issues relate to the salary of the Managing Director, Directors fees, and rates paid to consultants and contractors relating to the provision of their services.  These terms are set by reference to market terms paid by similar companies. 

The only senior executive employed by the Company is the Managing Director whose remuneration package is currently as follows:
 -  gross salary of $150,000 per annum inclusive of superannuation effective from 1 January 2009 and reviewed annually.  The salary package of the Managing Director was decreased by 22% from 1 January 2009 as part of cost cutting measures taken by the Company;
-    the contract has no specified term but may be terminated with three months notice on either side;
-   expenses incurred in the performance of Company business are refunded;
-   the employment contract has no provision for non-monetary components such as share option benefits, salary bonuses, or non-cash benefits.

The fees paid to Directors are considered appropriate compared with market, the size of the Company, and the requirements for Directors to inform and involve themselves in the affairs of the Company.  Individual Directors fees are a fixed amount per annum, and there are no retirement benefits provided to Directors.  The aggregate amount payable as Directors fees in any year is a fixed amount (up to $150,000) approved by shareholders.