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 minimum number of Tatts Group Limited Directors is three and the maximum number is nine unless the Tatts Group Limited shareholders resolve to vary that number.

Tatts Group Limited Directors are elected at Annual General Meetings of Tatts Group Limited. The Board has resolved that it will have seven members. The Managing Director/Chief Executive will not retire by rotation. Provided that Tatts Group Limited 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.

Before each Annual General Meeting, the Chairman will determine those Directors who are required to retire by rotation, in accordance with the Company’s Constitution. Retiring Directors who are seeking re-election are subject to a performance appraisal overseen by the Governance and Nomination Committee and reappointment is not automatic. Following that appraisal, the Board, on the recommendation of the Governance and Nomination Committee, makes a determination as to whether it will endorse a retiring Director for re-election. The Board will not endorse a Director for re-election if his or her performance is not considered satisfactory. The Board will advise shareholders in the Notice of Meeting whether or not re-election is supported.

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.

To view a summary of the Board Charter, please click here.

Each member of the Board is required to apply independent judgement to decision making in their capacity as a Director. In preparation for reporting against the revised ASX Recommendations, the Board reconsidered the factors it takes into account in assessing independence. 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; and
• 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 recently been carried out 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.

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.

Tatts Group Limited has an induction program to facilitate immediate involvement in Board activities by any new directors. Tatts Group Limited 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 Limited will provide the Directors with sufficient access to appropriate resources.

The Governance and Nomination Committee has responsibility for organising Board performance evaluation.

A Board evaluation process was undertaken during the reporting period. The Board evaluation process involved the completion of a questionnaire by Directors. The results of those questionnaires were compiled on a confidential basis and discussed by the Board. A similar process was adopted for evaluation of individual non-executive Board members. The results of those evaluation questionnaires were also compiled on a confidential basis and provided to the relevant Director and the Chairman (and for the Chairman to the Chairman of the Audit, Risk and Compliance Committee). The results for those Directors standing for re-election at the 2008 Annual General Meeting were discussed by the Governance and Nomination Committee.

Potential directors will be recommended for nomination for appointment to the Board by the Governance and Nomination Committee on the basis of a number of criteria including their identified skills and experience. This information will be communicated to shareholders to assist them in their decision whether to elect the nominee at the relevant Annual General Meeting.

Any person invited to join the Board will enter into an appointment agreement setting out the director's duties, rights, responsibilities and the terms and conditions associated with that appointment. All new directors appointed to the Board will undertake an induction program co-ordinated by the Company Secretary.

To view the professional profile for members of the Tatts Group Limited Board, please click here.