ROLE AND COMPOSITION OF BOARD

The Role of the Board

The Board is committed to act in the best interests of Tatts Group to ensure that the Group is properly managed and consistently improved. The principal role of the Board is to:

• Protect and enhance the interests of shareholders;
• Influence and monitor strategy;
• Oversee the management of Tatts Group and evaluate the performance of the Managing Director/Chief Executive and other executives;
• Provide guardianship of Tatts Group's corporate values;
• Monitor the integrity of financial reporting;
• Oversee risk management and legal compliance; and
• Oversee shareholder communications.

Board Composition

The minimum number of Tatts Group Directors is three and the maximum number is nine unless the shareholders resolve to vary that number. Tatts Group Directors are elected at Annual General Meetings of Tatts Group. The Board has resolved that it will have seven members. The Board currently comprises six Non-executive Directors and the Managing Director/Chief Executive. All Directors have entered into appointment agreements and deeds of indemnity, insurance and access.

The Managing Director/Chief Executive will not retire by rotation. Provided that Tatts Group has three or more Directors, one third of the Directors (rounded down to the nearest whole number) will retire at each Annual General Meeting. In any case, no Director may retain office for more than three years or after the third Annual General Meeting following the Director's appointment, whichever is the longer period. In each case, the retiring Director may then seek re-election.

Members of the current Board are set out in the table below.

View the profiles of the current Board of Directors.

Board Charter

The Board has developed a charter to provide a framework for the effective operation of the Board. The charter addresses the following matters:

• Responsibilities of the Board;
• Relationship between the Board and management;
• Appointment and role of the Chairman;
• Composition of the Board;
• Performance of the Board;
• Board committees;
• Board meetings; and
• Access by Directors to independent advice.

The Company has established the functions reserved to the Board and these are contained in its charter. The Chief Executive and senior executive group, who are accountable to the Board, are responsible for matters which are not specifically reserved to the Board, which can be summarised as the day-to-day operation and management of the Group.

View the Board Charter

Independence of Directors

Each member of the Board is required to apply independent judgement to decision making in their capacity as a Director. A Non-executive Director will be considered independent by the Board if no relationship exists between the Director and Tatts Group that may interfere with the exercise of their independent judgement. The Board considers the factors outlined below when assessing the independence of each Non-executive Director, being whether:

• The Director is or has been a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company;
• The Director is or has been employed in an executive capacity by the Group and there has not been a period of at least three years between ceasing such employment and serving on the Board;
• The Director is or has been a material professional adviser or consultant to the Group or an employee materially associated with the service provided in the previous three years;
• The Director is a material supplier or customer of the Group or an officer of, or otherwise associated directly or indirectly with, a material supplier or customer; or
• The Director has a material contractual relationship with the Group other than as a Director.

Family ties and cross directorships may also be relevant in considering interests and relationships which may compromise a Non-executive Director's independence. The test of whether a relationship is material is based on the nature of the relationship and the circumstances of the Director. Materiality is considered from the perspective of the Company, the Director and the person or entity with which the Director has a relationship.

The Board considers the factors relevant to assessing independence and determines the independence of its Non-executive Directors, and the Board as a whole, each year. This review has been carried out for this reporting period in respect of members of the Board. All Non-executive Directors were considered to be independent with the exception of Mr Bob Bentley, who is Chairman of Queensland Racing Limited which controls a material supplier to UNiTAB Limited. The Board acknowledges that, in accordance with the ASX Recommendations, it has a majority of Directors (including the Chairman) who are considered to be independent.

Independent Professional Advice

External advice may be sought by a Director in accordance with the terms of the Director's appointment agreement.

Each Non-Executive Director's appointment agreement provides that:

• Professional advice generally in relation to the discharge of the Director's responsibilities to the Company may be sought;
• The Chairman must be notified before advice is sought;
• Any advice obtained may be given to the Board, if appropriate as determined by the Chairman; and
• The Company will reimburse reasonable expenses where the above procedures have been followed.

Director Induction and Professional Development

Tatts Group has an induction program to facilitate immediate involvement in Board activities by any new Director.

Tatts Group also recognises that Board members must be provided with a range of opportunities for professional development. The Board encourages Directors to identify areas for professional development, and Tatts Group will provide the Directors with sufficient access to appropriate resources.

• Governance Statement
• Role and Composition of Board
• Board Committees
• Board Committee Charters
• Risk Management
• Key Policies
• Constitution